From: Raymond Purcell
Sent: September 19, 2006
Subject: File No. S7-11-06

I have read that the SEC may be considering the elimination of the requirement that an issuer's external auditors attest to management's evaluation of internal controls. Currently the auditors attest both to the controls themselves and to management's assessment or evaluation of the controls over financial reporting. I think it would be a mistake to shift the focus of SOX from management's responsibilities, and accordingly I recommend that this important provision not be weakened by any new guidance.

I have read that many people see the requirement for two opinions to be a source of unnecessary cost and inefficiency, but it is very clear that it is the other opinion that drive most of the cost in this compliance process. Clearly, the intent of the SOX legislation is that management must take responsibility for its internal controls, and it is therefore much more important that external auditors carefully review management's assessment of internal controls than that the auditors report on those controls directly.

It would be a great misfortune if the intended benefits of enhanced controls and of greater management attention to controls were to be lost because new guidance shifted the burden from management to public accounting firms.

Respectfully submitted,

Raymond Purcell