This article summarizes the reasons for the popularity of using the private placement market to raise capital, and describes the composition of the private placement market in terms of the types of securities issued and the dollar amounts raised. The typical security issued is debt for an average and median amount of $51 and $24, respectively. Common equity issues are also small, with average and median amounts of $53 and $17, respectively. A description covers the types of securities actually resold into the public financial markets. Predominantly only common equity is resold to the public and the majority of that common equity is issued by small companies with a market value of equity of less than $200 million. Rule 144 places restrictions on investors who purchase these privately placed securities and want to resell them to the general public, including restrictions on hedging the restricted securities when informed investors anticipate underperformance, and constraints on resale of the securities into the public financial markets. Also included are questions relating to these restrictions that were posed by the SEC in its February 20, 1997 Rule 144 proposal release number 33-7391.