Subject: File No. S7-24-06
From: Mark J Pappas
Affiliation: President, Securities Industry Association, Internal Auditors Division

July 18, 2007

The Internal Auditors Division of the Securities Industry and Financial Markets Association appreciates the opportunity to respond to the Securities and Exchange Commission (the "Commission" or "SEC") request for additional comment on the definition of the term significant deficiency.

We support the Commission's proposal to define the term significant deficiency in its rules. We also believe that one definition of the term "significant deficiency" in SEC rules and in the PCAOB's auditing standards would promote a consistent and clear application of standards that would allow firm management and independent auditors to clearly differentiate when a control deficiency should be considered a material weakness and when (in less critical circumstances) it should be considered a significant deficiency.

Should you have any questions regarding comments contained in this letter, feel free to contact me by telephone at 212-276-3028 or via e-mail at

Very Truly Yours,

Mark J Pappas