From: Sjogreen, Martha 
Sent: Wednesday, April 25, 2001 5:27 PM
Subject: File No.S7-08-01

     Some state NSMIA post-sale filing requirements are just as onerous as
the prior exemption filings.  Blue Sky specialists and state examiners
should not be spending time (and the issuer's money) on this kind of
paperwork. I believe there should be a uniform NSMIA post-sale state filing
requirement mandated by the SEC.  A few abbreviated examples of irritating
anomalies are:

1. New York's Form 99 required pre-offer for a Rule 506 offering.

2. New Hampshire's issuer-dealer registration requirement on Form U-4 for an
issuer transaction pursuant to Rule 506 where no one is paid a commission
for soliciting sales.

3. Wildly different (and changing) fees.

4. California's requirement for consents when an issuer has already filed a
consent with some other state authority.

5. Non-uniform requirements for the Appendix to Form D, reflecting ALL state
sales, not only the state where filed.

6. The requirement of special language in the NSMIA filing's cover letter.

     Of course none of these (and other) requirements are in themselves
objectionable but the plethora of differences is.

     The definition of "qualified purchaser" should reconcile the various
federal definitions and mandate that no state notices can be required.
Sales to institutional investors qualified for state self-executing
exemptions prior to NSMIA.  Now the states are considering requiring
notices.

     The state employee plan exemptions, or lack thereof, create a nightmare
for foreign issuers.  In some cases, most notably in California, U.S.
employees are often prohibited from participating in these plans. State
regulation of Rule 701 plans and plans of issuers with securities traded on
a reputable foreign exchange (or some other measure of "Blue Chip"
companies) should be preempted.

     These comments are my own and do not reflect the views of my firm.
Thank you for your consideration.