Professor Stanley Kaplan, in the Autumn issue of the Review, has pointed out that the anti-dilution provisions of convertible securities should not be considered as boilerplate to be copied from the handiest available precedent.' Any presentation which helps to clarify the basic problems and the relevant choices in this arcane subject welcome. However, Professor Kaplan's discussion of the respective merits of the formula and the formula2 seems to me to involve some dubious assumptions and may mislead lawyers into believing that the conversion price formula, despite its greater complexity and its lack of logical basis of support, always of greater benefit to the holder of the convertible security than the market price formula. The principal affirmative arguments that Professor Kaplan advances for the conversion price formula are that it traditional and that it produces a windfall for the holder of a convertible security whenever the market for the underlying security has declined below the conversion price and the corporation issues an additional amount of the underlying security at the current market price.3 The only hint of a theoretical underpinning for the conversion price formula provided, ironically, in a quote from an adherent of the market price formula, who asserts that the conversion price formula is designed to preserve the intrinsic value of the conversion privilege as it existed at the time of the issuance of the convertible security, determined on