Subject: OPPOSE Rel. No. 34-39670; File No.S7-3-98
Date:    4/23/98 9:09 AM
     
     
I do not believe this rule change has taken into account the TRUE damage 
that will ripple through the markets, economy and long term 
hardshipseffects placed on any potential future public companies.
     
This country was created because of the ability of entreuprnuers to 
raise money and capitalize their enventions, ideas, and services. 
Regulating that ability to extension will crush the ability to bring 
creativity to market and push ligitimate business out side the country 
to potentially black markets to accomplish their goals.
     
It is becoming a world economy and market place. The SEC and USA markets 
need to lead the way to a more secure and friendlier market for 
investors and companies alike. If we don't someone or some other country 
will and take control of a more agreeable market place.
     
Controling fraud does not have to enclude putting a concrete block on 
all other companies and market makers.
     
I request you kill this proposed rule change.
     
Roger Ellsworth