Subject: s7-8-97
Date:    3/16/97 12:24 PM
     
     
Dear Sir:
     
I am submitting a comment on the proposed rule changes to Regulation S.
     
First, I agree with the commission regarding the abuse of Regulation S.
 However, I believe that  the rules suggested in the proposed rule may be
unduely restrictive and may unnecessary impose a buden on companies that wish 
to raise capital offshore.
     
I propose the following:
     
That three seperate categorioes of sales.
     
Category two sales would be companies who are reporting, listed a some 
national exchange, and has a market capital of over 100M.  Such Companies may 
wish to prevail upon themselves to raise capital under this category which 
would be appropiate.   The flow back provision of this category of sales 
could be 60 days with necessary restrictions of hedging applied.   Typical 
these companies have suffcient liquidity to absorb such flow back  into the 
market without effecting the market of there stock. 
     
Whereas, Category Three sales is for reporting and  non reporting issuers who 
may not have a market capital of 100M who may be have the restrictive period 
for 1 year.   Generally, the issuer probably would be required to file a 
registration statement with the SEC to permit resales back into the US 
markets.   Again, I agree that the hedging restriction should be applied.
     
Finally, the non reporting issuer  probably will be lock out the Regulation S 
market for amount over 1M.   In those cases, why woud the non-reporting 
issuer issue securities under Regulation S when a 2 year holding period is 
required?   I question that issuers could sell their securities.    However, 
there may be cases that such captial would be available under these terms.
  One concept may become more popular is the Regulation S sale be permitted
under the two year restrictive period as suggested by the Commission with a 
"right offering" filed as registration back into the US market.  Such a 
method might be appropiate for some issuers.  If the issuer would prevail 
upon the "Right Offering" concept would the Commission be willing to provide 
a fast registration requirements?  By right offering, I mean to  resale the 
securities to the existing shareholders before these shares would be 
premitted to be flow back into the trading market... as in general is the 
case. 
     
I might add that our fund doesnot engaged  in Regulation S offering.   We have 
not choicen not particiate  in these offering until the Commission has 
developed the rules.  
     
     
     
Clyde D Feyrer,
President
First Colonial Funds, Ltd
7651 S Schuster St
Las Vegas, NV 89139