Date:    12/23/1999  9:02 AM


Subject: File no. S7-24-99 

 Dear Sirs:
     
The so-called "uptick rule" currently protects investors in NYSE, AMEX and 
NASDAQ National Market System (NMS) stocks, but not millions invested in OTC 
BB stocks or in the 1000+ NASDAQ Small Caps, leaving them totally out in the 
cold, the poor stepchildren of NASDAQ (except when it comes to collecting 
spreads and commissions and including Small Cap daily volume in NASDAQ 
statistics for marketing purposes). 
The underlying basis for my opinion is it has been my experience for nearly 
3 years on line that certain people, professional and especially offshore 
have the ability to short whenever they feel like it. Tick test or no tick 
test, due diligence or not, fundamentals or not makes no difference. The 
action of the stock and the ability to manipulate the downward movement of a 
stock is all that matters. 
The big players can already buy at the bid and sell at the ask. Also, with 
the enormous spreads the small investor is already at a disadvantage. The 
Market Makers can gap the spread at anytime thus killing a company's 
security from even trading. In order to get an inventory they can gap to 
unbelievable spreads and then short it down for no reason other than to try 
and get stock to cover what they sold naked previously. This hurts the 
company, the small diligent investor and the term investing is diminishing. 
As investing for long term slowly is destroyed it becomes the catalyst for 
even more day trading scenarios because investing is at the mercy of 
shorting. 
We, the small USA investor are also at the mercy of all this, along with the 
companies that go public to enhance and grow their business. The SEC has 
established rules, which we as American small investors have to obey and 
comply with whereas other countries and big money even here in the states 
can do as they wish.
It is unfair for small investors in America to be at the mercy of rules and 
regulation that were founded to protect the small investor when other 
countries and big money can manipulate the market with these very same 
rules. As with any rule there are loop holes and scenarios, which can be 
used to continually steal the hard earned money away from the small investor 
especially if they are an American and even more if they are trying to 
invest instead of day trading. 
The SEC has continually made it know to the public to do your own DD and 
invest once you have proven to yourself the information is true. More and 
more people are doing that thus paying outrageous phone bills and personal 
expenses to try to get to the facts, truth and potential. None of this 
matters really anymore because shorting is completely out of control. Due 
diligence though it helps the small investor understand why they are buying 
the security it takes only a group of shorters to crush both the diligent 
investor not to mention cripple the start-up company. 
I also have one suggestion though and than is shorters should have to 
disclose the same as compensation in accordance with rule 17b. My underlying 
basis is because they have shorted something they do not own or have 
borrowed thus is this not basically the same thing. They capitalize on the 
power of borrowing or something that does not exist. 
I appreciate the fact and the efforts you are bringing forth to get 
companies to meet compliance and addressing the short selling/naked shorting 
scenario. I further appreciate you taking the time to allow me to voice my 
opinion for your review and consideration. The bottom line is if investing 
for the future is going to ever be popular again, shorting is going to have 
to be addressed with extreme prejudice. 
Sincerely, 
     
Charles A. Dyer
US citizen and investor