Subject: Ref: File No. S7-5-99 Author: Date: 4/29/99 9:52 AM The intent of the Commission seems clear. Destroy the markets for small non-reporting companies by getting the Market Makers to stop trading the stocks because of the new unlimited liability they would assume. That may happen. But for every action there is a reaction. The yet to be formed offshore web sites are licking their chops to be the only source to trade the non-reporting stocks. Hundreds of thousands of investors who purchased stocks on the OTCBB may be "screwed". High commissions, wide spreads, all kinds of fraud, no regulation, etc. ("Is that really what you want"?) If you think removing these stocks from an electronic market place that has all the regulatory advantages of paper trails, etc., to off-shore locations is going to solve your problems or help US investors you are dead wrong. I believe the penny stock fraud of the mid-1980's will pale incomparission to the off-shore web sites. The SEC should regulate. Market Makers should trade stocks. If this was an airport or road the "environmental impact study" would not permit the amendments to Rule 15c2-11. I have a feeling regulators in Washington do not foresee the huge problems of off-shore con artists, etc. who are licking their chops to defraud millions of shareholders of non-reporting US companies. Ema Jones from Des Moines is the next victim and all the Ema Jones in the US who think the SEC is protecting them. The SEC is empowering a new breed of high-tech off-shore crooks to to cheat US shareholders. Just as the sun will rise tomorrow the new crooks in the post 15c2-11 amendment era will start to surface. The question is not when or if but how many. Remember Web sites are easy to set-up and a crook working in Antigua can look like Merrill Lynch. They will use banks with no US locations for all the legal reasons you need but will not have. Can't you see it? To me it looks like a huge freight train coming down the tracks a 100 miles an hour. Do you really understand the the potential dangers? I think I'll save this letter and when the Wall Street Journal writes its first article on this topic (I would guess a couple of years after approval) I will sent this e-mail to them for a follow-up story. It will be a interesting time. The SEC has some control now but that will be given up. Market Makers and US brokers get fee dollars today. Who will get those dollars tomorrow?? For every action there is a reaction. Are you ready for it? C. Campbell at QRSM@aol.com