Dr. Gonzalo T. Santos, Jr.

October 12, 1995 Dr. Gonzalo T. Santos, Jr. Chief Executive Trustee Asset Privatization Trust 10th Flr., BA Lepanto Building 8747 Paseo de Roxas, 1226 Makati, Metro Manila S i r : This refers to your letter dated September 25, 1995 requesting reconsideration of the SEC Letter dated April 11, 1995 denying the request of the Asset Privatization Trust (APT) for exemption from registration requirements under the Revised Securities Act of the sale by APT of the National Government's shares in Philippine Engineering Corporation (PHILSECO) to seventy-two (72) local investors amounting to one million one hundred eighty six thousand and fifty-two (1,186,052) shares. Please be advised that the Commission en banc, in its meeting of October 12, 1995, resolved to consider the same an exempt transaction pursuant to Section 6(b) of the Revised Securities Act. It is to be understood, however, that the exemption herein granted shall only be for the specific disposition of the shares to the 72 local investors and shall not be construed to cover subsequent transfers of said shares in the course of repeated and successive transactions. Very truly yours, (SGD.) PERFECTO R. YASAY, JR. Acting Chairman