This thesis is an effort to evaluate the structural changes that have taken place in the securities market of the United States and its impact on securities disclosure regime mandated by the Federal Securities Act. Part 2 of the thesis discusses the securities disclosure regime and its underlying economic theories. This part also traces the challenges posed by technology and takes a quick look at the argument that the traditional norms are incompatible in dealing with those challenges. Part 3 deals primarily with structural developments in the securities market over the past five years by examining some of the innovative models, which have altered the existing structure. Part 4 deals with the regulatory response to these structural changes. Part 5 narrates the shortfalls of the existing system and Part 6 deals with future possibilities. These parts analyze various arguments for deregulation, taking into consideration the economic cost involved. Part 8 contains the author's suggestions for dealing with the problem.