Date:    4/6/99  12:10 PM

Subject: Proposed Changes to SEC Trading Rule 15-C-211

Last year, changes were proposed to the above rule that I felt would 
diminish both price transparency and liquidity in the US capital 
markets.  The changes were rightly defeated.  This year the changes, 
with only minor modifications, have returned.  Again, it is my belief 
that these changes would pose undue restrictions on market makers, 
restrictions that are rightly the responsibility of the SEC and 
auditors, and will lead market makers to simply discontinue making 
markets in hundreds if not thousands of securities.
     
Please thoughtfully consider the likely impact of these rule changes and 
I believe you will conclude, as I have, that they are not in the best 
interests of investors, broker-dealers, or public companies.  If the 
SEC's objective is orderly, transparent, efficient and liquid markets 
then these rule changes are not only unnecessary but potentially highly 
damaging.
     
Thank you for your consideration.
     
--------------------------------------------------------- 
David P. Berkowitz
Gotham Partners Management Co., LCC
110 East 42nd Street, 18th floor
New York, NY 10017
Tel:  212-286-0300
Fax: 212-286-1133