Date:    4/6/99  1:45 PM

Subject: File No. S7-5-99

As a securities attorney, and a current or former board member, and current or 
former shareholder of many smallcap and microcap stocks, I am simply apalled 
at your proposed amendments to Rule 15c-2-11.
     
While I thought that the recent rulemaking, that of making companies be 
reporting companies under the '34 Act, to be listed on the Bulletin Board, was 
onerous on many small companies, now that that is law, I can't believe you are 
persisting in requiring additional requirements for due diligence by market 
makers who may wish to make markets in those stocks.  Periodic reporting under 
the '34 Act is subject to various civil and criminal penalties to the officers 
and directors of reporting companies.  That should be enough comfort to allow 
broker dealers to make markets in those stocks.  If a market maker has the 
reports in their files, and has reviewed them, they should have no further duty 
to conduct due diligence before publishing quotes on that security.
     
I am fearful that you are legislating thousands of small public companies out 
of existence, and their shareholders out of their investment dollars, in the 
name of protecting future investors against microcap fraud.  You have thrown 
the baby out with the bathwater with increasing frequency in recent years, and 
this is just another example of that.  
     
It's my opinion that only a very small percentage of public companies are the 
target of the kind of microcap fraud you are attempting to regulate.  To 
subject all small public companies, and their market makers, to the proposed 
rules, is, in my opinion, very shortsided, and an abrogation of your duties to 
independently investigate and prosecute fraud.
     
Respectfully submitted,
     
Ronald J. Miller