Date:    7/24/98 3:26 PM
     
     
U.S. Securities and Exchange Commission 
450 5th Street, NW
Washington DC
     
File Number S7-14-98
     
Gentlemen,
     
I would suggest increased enforcement and the maintenance of high 
reporting standards of existing rules and regulations would be of much 
greater benefit than imposing further restrictions on Rule 504 of 
Regulation D.
     
Quoting Chief Counsel for Advocacy Jere W. Glover of the Small Business 
Administration  (The Small Business Advocate July 1998); "If you want to 
know about a nation's future growth, measure the number of small 
businesses, look at the jobs and livelihoods they create, see if they 
have the capital and economic freedom to develop new ideas, find out how 
easily that can start up and, yes fail and start over again. And assess 
whether they're more often helped or hamstrung by their surroundings, 
including the marketplace and their government's policies."
     
He continued, "the American small business community wants a clean 
environment, a healthy workplace, and all the best benefits that only 
regulation--the right amount of regulation--can bring. The key is the 
"right amount" of regulation."
     
Further he wrote; "What is the "right" amount? Unfortunately, the answer 
is not simple--each legislative or regulatory proposal is couched in a 
different set of circumstances. And the nature of undifferentiated 
regulation is that it is nearly always potentially more damaging to small 
firms than to their larger counterparts."
     
I would advance that the Commission, rather than preaching to the choir 
through its basically obscure  current request for comments process, 
schedule the essence of Release No. 33-7541 before the U.S. Securities 
and Exchange Commission's 17th Annual Government-Business Forum on Small 
Business Capital Forum. Perhaps this gathering in Chicago on Sept. 24-25 
might shed some light on the need not to contract, but to expand on Rule 
504, including but not limited to raising the limit above the current 
$1,000,000.
     
I would advance that the need is not to limit free transferability of 
504 securities but to require fuller disclosure and strengthen 
enforcement.
     
Cordially,
     
     
     
James B. Arkebauer
4950 East Evans - Suite 105
Denver CO 80222