Subject: S7-5-99

     April 6, 1999
     
Dear Mr. Katz, 
     
As a CEO of a small public apparel company (ACAJ), which is in the process of 
completing a merger with a significantly larger private apparel company,  I am 
extremely concerned about the potential of amending 15c2-11.
     
This would place an onerous buden on existing market makers and consequently 
impeed the growth of companies such as mine who are out in the capital 
markets.
     
I urge you and your constituents to take a serious look at the damage which 
will be caused to many good companies, their employees and shareholder.
     
Sincerely,
     
     
     
Terry McGovern
CEO
Pacific Coast Apparel Company, Inc.
(213) 748-9724