Subject: File No. S7-5-99
Author:  Jon Mosle <JMosle@hbk.com> 
Date:    4/7/99 3:19 PM
     
     
April 7, 1999
     
Jonathan G. Katz
Secretary, Securities and Exchange Commission 
Via email to rule-comments@sec.gov
     
Re:     Comments concerning proposed amendments to Rule 15c2-11;
        File No. S7-5-99
     
Ladies and Gentlemen:
     
I am writing on behalf of HBK Investments L.P. ("HBK") to provide comments 
concerning the proposed amendments to Rule 15c2-11.  HBK serves as the 
investment advisor for two private investment funds.  Although we are 
affiliated with two broker-dealers, we do not act as a market maker or 
dealer, and we do not have brokerage customers or maintain customer 
accounts.  Instead, our interest in the proposed amendments relates solely 
to their effect on the efficiency and liquidity of the securities markets. 
Typically, our client funds do not invest in microcap securities.  However, 
securities that we purchase on the exchanges or Nasdaq are delisted from 
time to time, forcing us to look to the OTC Bulletin Board and Pink Sheets. 
In these circumstances, liquidity and efficiency are critical to our client 
funds and their investors.
     
However well intentioned the proposed amendments may be, we are persuaded 
that, in practice, these amendments will reduce efficiency and liquidity in 
the trading markets for securities covered by the rule.  Fearing potential 
liability and regulatory compliance costs, many market makers will simply 
decide to stop publishing quotes for covered securities.  Even a remote 
chance of liability will likely be unacceptable to many market makers. 
Ironically, the most responsible market makers may be most likely to adopt 
this approach to the amendments, increasing the ability of less responsible 
firms to dominate and control the market for certain securities.
     
Based on the foregoing, we believe that the proposed amendments will result 
in a reduction in price transparency, competition and liquidity on the OTC 
markets, while opportunities for fraud and manipulation may actually 
increase.  We therefore oppose the proposed amendments.
     
Sincerely,
     
     
Jon L. Mosle,
General Counsel