Loeb & Loeb LLP
                          345 Park Avenue
                       New York NY  10154-0037

                           March 10, 1997

DDN:     212-407-4827
e-mail:  DFA@loeb.com


Jonathan G. Katz
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington DC  20549

                        Re:  Rel. No. 33-7391
                             S7-07-97

Gentlemen:

                Hedging of restricted securities seems to circumvent the
intent of Rule 144, but this conclusion raises the issue whether the Rule's
resale restrictions are too broad.

                There are circumstances in which the immediate public resale 
of privately issued securities would not impair the interests of investors.
Criteria for identifying these circumstances include whether the private sale 
was for a bona fide business purpose, the amount of information publicly 
available regarding the issuer, the length of time that the issuer was a
reporting company, the depth of the market for the securities in question, 
and the amount of securities being resold.  

                For example, if a public company with a market capitalization 
of several hundred million dollars issues shares constituting a small 
percentage of the public float to the owners of a closely held business as 
consideration for the sale of the business, presumably, the market for the 
public issuer's securities would not be adversely affected by the immediate 
resale of the shares by the sellers of the business.  

                Nonetheless, Rule 144 would prevent immediate public resale of
any of these securities, and a common strategy to circumvent the Rule would be 
to use a hedge.  However, I question whether investor protection requires a 
holding period for the securities in these circumstances and submit, instead, 
that the Rule be amended to include specific criteria pursuant to which 
privately placed securities may be resold publicly without regard to any 
holding period.


                                        Very truly yours,

                                        David C. Fischer