STA Comments on Private Issuers Filing--S7-04-08

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22 May 2008

Dear Ms. Morris:

The Security Traders Association (“STA”) welcomes the opportunity to comment on rule proposal S7-04-08 by the Securities and Exchange Commission (the “Commission’) to amend the Rule that exempts a foreign private issuer from having to register a class of equity securities under Section 12(g) of the Securities Exchange Act of 1934 (the “Exchange Act”) based on the submission to the Commission of certain information published outside the United States.

In two recent letters the STA has commented to the Commission of proposed changes2 in the OTC markets as they affect investors, traders, and securities. In each of these cases, the STA recognized and supported the benefits of more efficient and transparent trading of non-U.S. securities.

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