From: William S. Fagan
Sent: March 8, 2006
To: rule-comments@sec.gov
Subject: File No. 265-23


We were pleased to see that the SEC's Advisory Committee on Smaller Public Companies recommended that the SEC amend Exchange Act Rule 12g5-1 to interpret "held of record" in Exchange Act Sections 12(g) and 15(d) to mean held by actual beneficial holders.

This recommendation deserves a very priority. Too many investors in smaller public companies have been hurt by companies taking advantage of this loophole.

Please assign a high priority to this recommendation.

William S. Fagan
FAGAN CAPITAL, INC.
5201 N. O'CONNOR BLVD -SUITE 440
IRVING, TX 75039
972-869-3430 (w)
214-938-1942 (m)
972-887-1700 (fax)
wfagan@swbell.net