Company Name: Jesse M. Brill, Esq.
Public Availability Date:  Oct. 27, 1986

INQUIRY LETTER

August 26, 1986

Ann M. Glickman, Esq.

Office of Chief Counsel

Securities and Exchange Commission

450 5th Street, N. W.

Washington, D. C. 20549

Dear Ms. Glickman:

The purpose of this letter is to confirm the oral advice the Staff has given with respect to the interaction between sales made under Rule 144 and sales made without restriction under Rule 144(k).

The Staff has stated to this writer and others that Rule 144(k) should be viewed as a complete exemption from complying with Rule 144 and that therefore sales made in reliance on Rule 144(k) need not be aggregated with sales made under Rule 144. To date the only written Staff interpretations affirming the above position that I am aware of involve investment partnerships. (See for example Mayfield III, avail. April 5, 1985 and Prime Computer Inc., avail. April 19, 1985 and see The Corporate Counsel, Vol. X, No. 3 at pg 7 and Vol. X, No. 2, at pg 7, attached.)

We have several clients who are affiliates who soon will be making gifts of securities which the donees will be able to sell without restriction under Rule 144(k). We would like the Staff to affirm that sales by such donees will not have to be aggregated with any sales made under Rule 144 by the affiliate donors. We would also appreciate the Staff affirming that the same position- that Rule 144(k) sales - applies in the trust context (affiliate trustees need not aggregate with 144(k) sales of trusts) and the pledge context (affiliate pledgors need not aggregate with Rule 144(k) sales made by pledgees).

As time is of the essense we would appreciate a speedy response. Thank you.

Sincerely,

Jesse M. Brill

Assistant General Counsel

JMB/bd

Enclosures

STAFF REPLY LETTER

September 26, 1986

RESPONSE OF THE OFFICE OF CHIEF COUNSEL

DIVISION OF CORPORATION FINANCE

Re: Aggregation of Sales under Rule 144(k)

Incoming letter dated August 26, 1986

This is to advise you that it is the Divisions position that sales made by affiliates donees pursuant to Rule 144(k) under the Securities Act of 1933 need not be aggregated with sales made by the affiliates pursuant to Rule 144, in determining compliance with paragraph (e) of that rule. Further, sales made by trusts and pledgees pursuant to Rule 144(k) need not be aggregated with the sales of affiliate trustees and pledgors, respectively, for purposes of Rule 144(e). In this regard, we have assumed that the sellers are not acting in concert respecting their sales.

Sincerely,

Ann M. Glickman

Special Counsel