This article will explain how the securities laws were prior to Regulation S as they applied to the offshore offer and sale of securities. The regulation as originally adopted and the brand new safe harbors it brought to the laws governing offshore offers and sales will also be explored. Then the subsequent regulatory abuses and concerns in the marketplace surrounding the regulation and the Commission’s response to these issues will be discussed. The amendments to Regulation S which eventually served as the Commission’s way of halting these problems and the changes they brought to the regulation will be laid out. Finally, this author will give what he believes will be the probable impact of the amendments on problems underlying the regulation as well his recommendations on how to eliminate these problems should they continue to occur after the amendments.