April 6, 1999

Mr. Jonathan G. Katz, Secretary

Securities & Exchange Commission

Mail Stop 6-9

450 5^th Street N.W.

Washington, DC 20549

RE: File No. S7-5-99

Dear Mr. Katz:

Please consider this letter a strong protest to the rule changes proposed by the Securities & Exchange Commission (SEC) regarding Rule 15c2-11.

These rules, in there present form, have facilitated the flow of millions of dollars into small businesses throughout the country bringing benefits for everyone. What appears to be innocuous changes to the rules have increased the risk for the investment bankers who support these companies by increasing their exposure to litigation. Those bankers, of course, will not receive any benefit for the new found risk placed upon them.

These changes are offered as protecting the public from fraud, but by driving legitimate people out of the market, I see things being worse rather than better in the capital markets for small companies. At worst, the weakening of this sector of the market may have catastrophic effects on the rest of the market. At best, little has been accomplished.

If the SEC wants to get rid of unscrupulous companies in the market, then they should make a better effort at enforcement. Perhaps too many resources are going into review of fine points in the documents they receive rather than focusing on the big picture.

I sincerely hope the SEC will reconsider this proposal and be more cognizant of the impact of their actions on the economy of the country.

Very truly yours,

Matthew A. Veal

Vice President, Finance

cc: Congressman Dan Miller Commissioner, Norman Johnson

Senator Bob Graham Commissioner, Paul R. Carey

Senator Connie Mack Commissioner, Laura Unger

SEC Chairman, Arthur Levitt Commissioner, Isaac C. Hunt, Jr.

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