FOR   IMMEDIATE RELEASE                                           98-52


          SEC TO CONSIDER TWO ITEMS AT AN OPEN MEETING


      Washington,  D.C.,  May  19, 1998  --  The  Securities  and

Exchange  Commission will consider two items at an  open  meeting

conducted  under the Government in the Sunshine Act on  Wednesday

May  20, at 10:00 a.m.  The meeting will be held in Room 1C30  at

the  Commission's headquarters building, 450 Fifth Street,  N.W.,

Washington, D.C.  The items for discussion are:



          -     whether to adopt amendments to rules 14a-8, 14a-4
         and 14a-5 under the Securities  Exchange Act of 1934.


          -     consideration of a proposal to amend Rule 504  of
          Regulation  D  to  address  trading  abuses   involving
          securities issued under that rule.  These proposals are
          part  of  the  Commission's agenda  to  deter  microcap
          fraud.



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     Any member of the public who requires auxiliary aids such as
a  sign  language  interpreter or material on tape  to  attend  a
public   meeting  should  contact  Rochelle  Franks,  Office   of
Administrative  and  Personnel Management, to make  arrangements.
Ms.  Franks can be reached at TTY number (202) 942-9558.  If  you
are calling from a  non-TTY number, please call the Relay Service
at 1-800-877-8339.