SECURITIES AND EXCHANGE COMMISSION

     17 CFR PART 200, 202, 210, 228, 229, 230, 232, 239, 240 and 249

     [RELEASE NOS. 33-7659; 34-41207; IC-23751]

     File No. S7-30-98

     RIN 3235-AG83

     THE REGULATION OF SECURITIES OFFERINGS


     AGENCY:  Securities and Exchange Commission

     ACTION:  Proposed Rule; Extension of Comment Period

     SUMMARY:  The Securities and Exchange Commission is extending the comment

     period for its proposals to modernize and clarify the regulatory structure

     for offerings under the Securities Act of 1933.  Those proposals are in

     Securities Act Release No. 7606A (11/13/98), 63 FR 67174 (12/4/98) (the

     "Proposing Release").  The original comment deadline established by the

     Proposing Release was April 5, 1999.  The new deadline is June 30, 1999.

     DATES:  Public comments are due on or before June 30, 1999.

     ADDRESSES:  Please send three copies of your comments to Jonathan G. Katz,

     Secretary, U.S. Securities and Exchange Commission, Mail Stop 0609, 450

     Fifth Street, N.W., Washington, D.C. 20549-0609.   You can send comment

     letters electronically to the following e-mail address:  rule-

     comments@sec.gov.  The comment letter should refer to File Number S7-30-98. 

     If you use e-mail, include this file number in the subject line.  Anyone

     can inspect and copy comment letters in the Commission's Public Reference

     Room, 450 Fifth Street, N.W., Washington, D.C. 20549.  We will post comment

     letters submitted electronically on our Internet site (http://www.sec.gov).

     FOR FURTHER INFORMATION CONTACT:  Anita Klein at (202) 942-2980 or David

     Maltz at (202) 942-1921, Division of Corporation Finance, U.S. Securities

     and Exchange Commission, Washington, D.C. 20549.

                              ======END OF PAGE 1======




     SUPPLEMENTARY INFORMATION:  On November 13, 1998, the Commission issued the

     Proposing Release.  It describes proposals to modernize and clarify the

     regulatory structure for offerings under the Securities Act of 1933 while

     maintaining investor protection.  The proposals covered five major topics: 

     registration system reform; communications around the time of an offering;

     prospectus delivery requirements; integration of private and public

     offerings; and periodic reporting under the Securities Exchange Act of

     1934.  The deadline for submitting public comments established by the

     Proposing Release was April 5, 1999.  The Commission has received requests

     to extend the deadline.  We are therefore extending the comment period to

     June 30, 1999, so that commenters have adequate time to address the issues

     raised by the Proposing Release.

     By the Commission.




                                        Jonathan G. Katz
                                        Secretary



     March 24, 1999





















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