Subject: Proposed Amendments to Rule 15c2-11

Date:    4/6/99 9:13 PM
     
     
I am writing to urge you not to enact the current proposed amendments to 
Rule 15c2-11.  I strongly desire that the SEC and other regulators fight 
fraud and cheating of investors in small cap company securities.  But 
the proposed amendments will, in my view, result in driving away serious 
market-makers and opening the field to judgment-proof and/or 
unscrupulous market-makers.
     
I believe that the SEC should increase its effort and target securities 
firms which are engaging in "pump and dump" and boiler room operations, 
stealing money from honest small cap investors and besmirching the 
reputation of honest broker-dealers and the securities industry in 
general.  These people also hurt the ability of honest emerging 
businesses to raise needed capital.  The SEC should use large numbers of 
undercover investigators to ferret out the bad people, put them out of 
business and put them in jail.
     
The SEC should also maintain and enforce higher standards for companies 
to be able to have their shares publically traded.  These standards 
should be enforced against the issuers--not the market-makers who are 
not guilty of wrongful actions and/or misrepresentations.
     
Sincerely,
     
     
James N. Baxter
President
GIA Securities Inc.
60 Pierrepont Street-2nd Floor
Brooklyn, NY 11201
(718) 330-0002