April 27, 1998
     
     
     Mr.  Jonathan G. Katz, Secretary
     Securities and Exchange Commission
     Mail Stop 6 - 9 
     450 Fifth Street, N.W.
     Washington, D.C.  20549
     
     Via E-mail: rulecomments@sec.gov File Number S7-3-98
     
     Re: Release No. 34-39455
     
     Dear Mr. Katz:
     
        Deutsche Morgan Grenfell Inc. appreciates the opportunity to submit 
     this comment letter in response to the release by the Securities and 
     Exchange Commission regarding the Commission's proposed amendments to 
     Rule 15c2-11 and Rule 17a-4.
     
        We wish to support the views taken by The Securities Industry 
     Association and The Bond Market Association in their comment letters 
     to you.  We believe, as they will show in more detail, that the 
     proposals are overreaching the goal of addressing microcap fraud and 
     create unrealistic requirements in the regulation of activities such 
     as trading in American Depositary Receipts ("ADR's") and in fixed 
     income securities.
     
         Thank you for the opportunity to comment on the proposed rules.  
     While microcap securities fraud is an important issue to all of us, our 
     efforts to eliminate it should not stifle less problematic and 
     legitimate markets.  
     
     
     Stephen King
     Director
     
     Carl DiFrancesco
     Assistant Vice-President
     
     Deutsche Morgan Grenfell Compliance