Date:    01/31/2000  1:37 AM

Subject: File No. S7-24-99

I would like to comment on something other than Q35 and Q36, as it appears 
that 99% of the comments posted at http://www.sec.gov/rules/s72499.htm have 
focused on these two questions only.
     
Q37. Are the objectives of Rule 10a-1 legitimate concerns in today's markets? 
Q38. Are the provisions of Rule 10a-1 necessary in the securities markets?  
     
No. Either we have faith in the efficiencies of our markets, or we do not.
     
Q39. Does Rule 10a-1 continue to serve a valid purpose in a declining market 
by preventing short sellers from accelerating declines in securities prices, 
or "depressing" the market? 
     
No. A retail investor/trader should be able to short sell a stock at any 
price, regardless of the most recent tick. Once this encumbrance is removed, 
we have now created an additional buyer at some lower price.
     
Q40. Does Rule 10a-1 prevent efficient pricing or slow the incorporation of 
negative perceptions into an efficient price? Does the need for more 
efficient pricing, if there is a need, outweigh the protective benefits of 
Rule 10a-1?  
     
All artificial constraints on the free flow of orders should be removed, thus 
yielding a more efficient market.
     
Q41. Is Rule 10a-1 effective in preventing manipulative short selling? 
     
"Manipulative short selling" should be delt with in the same context as 
"Manipulative buy-side hype."
     
Q43. Does Rule 10a-1 limit price volatility in the securities that it covers? 
     
No, it adds to the intraday volatility.
     
Q44. Would investors avoid securities, or classes of securities, that they 
perceive to be vulnerable to abusive short selling? If so, would this result 
be exacerbated by deregulation of short selling? 
     
Would investors migrate toward securities that are subject to abusive 
buy-side hype, and would not these investors eventually be harmed as the 
value of the security eventually moves to it's true value?
     
Q46. If we rescind Rule 10a-1, should we reconsider a recordkeeping and/or 
disclosure requirement for significant short positions?
Q47. Would dissemination of aggregate open short positions on a daily basis 
decrease the necessity of Rule 10a-1? What costs would be associated with 
such a program? 
     
All recordkeeping and disclosure requirements should be eliminated, except 
when these positions represent a certain measurable, significant percentage 
of the float, similar to the reporting requirements for significant long 
positions. 
     
Q48. If we rescind Rule 10a-1, should we consider adopting a rule that 
requires a seller to identify a source of borrowable shares prior to 
executing a short sale? 
     
No. In fact, once we become open-minded, and renew our faith in the 
underlying efficiencies of the market, we realize that there is not even the 
need to identify the opening of a short position as a "short sale" but simply 
a sale.
     
General comment: The problem with naked short selling by market makers in the 
OTC:BB market is not a problem of naked short selling. Rather, the problem is 
the fact that such trading is reserved for the very traders/institutions that 
control the market on a daily basis. Just as the abuses of the Market Makers 
in the Nasdaq National Market (with regard to price spreads) have been 
largely eliminated by the advent of ECN's, the elimination of rule 10a-1 is 
needed. When we realize that any individual or institution should be able to 
sell a stock that they believe is overvalued, at any price level, without 
regard for the last tick, or availability of margined stock at the clearing 
house, then we will have taken a major step toward achieving open, fair, and 
efficient markets.
     
Doug Boitz