July 16, 2001

Jonathan G. Katz, Secretary
Securities and Exchange Commission
450 5^th Street, N. W.
Washington, D. C. 20549-0609

Re: File No. S7-12-01
Broker-Dealer Exemption Rules For Trust Departments

Dear Mr. Katz:

We are a small trust department that strongly opposes the above proposed rules. Our personnel is composed of a 20 year experienced trust officer, a twenty year experienced attorney and a full time operations officer. We cannot afford the cost and regulatory burden of a securities license. Our fiduciary responsibilities are formally and fully regulated by the banking industry. We are closely associated with all our clients and the necessity and intervention of a broker-dealer relationship to effect our security transactions would only interfere with this relationship and add an unnecessary expense.

We agree with the comments as submitted by the Federal Reserve Board, the Federal Deposit Insurance Corporation and the Office of the Comptroller of the Currency regarding these proposed final regulations.

Sincerely,

Ellen C. Tarkington
Vice-President/Trust Officer

Bill Strait
Vice-President/Trust Officer

ECT,BS/ja

C: American Bankers Association