OCC 99 - 28      
Subject: Interpretive Rulings, Investment Securities, Corporate
Activities
Description: Proposed Rule
Date: July 6 , 1999

TO:  Chief Executive Officers of all National Banks, Department
     and Division Heads, and all Examining Personnel

The attached proposed rule was published in the Federal Register
on June 14, 1999.  Comments are due by August 13, 1999. 

The OCC is proposing to update and clarify its regulations
regarding Interpretive Rulings (12 CFR Part 7), Investment
Securities (12 CFR Part 1), and Rules, Policies, and Procedures
for Corporate Activities (12 CFR Part 5).  Most of the proposed
changes in the attached rule would amend Part 7.  These
amendments clarify certain existing interpretive rulings and add
new interpretive rulings based on recent statutory changes,
judicial rulings, OCC decisions, and other developments.  Two of
the proposed amendments to Part 7, relating to the acquisition by
a bank of its shares and to its ability to engage in reverse
stock splits, would facilitate the election of Subchapter S
status.  Community banks in particular may benefit from these
provisions.  Several other provisions make clear that automated
teller machines, automated loan machines, and deposit production
offices are not "branches," whether a bank establishes them alone
or in combination with each other.  The proposal also would
clarify the scope of the OCC's "visitorial" powers over national
banks to reflect long-standing judicial precedents defining
visitorial powers.

The remaining proposed changes would remove an ambiguous
provision in Part 1 and make technical amendments to Part 5 to
update references to the Comptroller's Corporate Manual and to
reflect that the "CAMELS" rating system has been amended to
include "sensitivity to market risk" in the Uniform Financial
Institutions Rating System.

For further information, contact Jacqueline Lussier, senior
attorney, or Mark Tenhundfeld, assistant director, Legislative
and Regulatory Activities Division, at (202) 874-5090.


_____________________________________
Julie L. Williams
Chief Counsel

Attachment -- 64 FR 31749