From: Phil Livingston
Sent: April 30, 2005
To: rule-comments@sec.gov
Subject: File No. 4-497


Attached is an Op Ed piece that I co-authored with Mark Perry. It appeared in yesterdayís Financial Times.

In the article we argue that SOX 404 should not be discarded, but rather adjusted significantly to focus the work on areas of high risk and non-routine transactions. We suggest that the controls around transactions related to the companyís critical accounting policies provide a good framework for identifying the high risk areas. We also feel that the effort and cost should be reduced by 75% to bring the cost/benefit equation into proper balance. We further suggest that small cap companies be exempt from the requirements.

If you donít know me, I was the President of FEI during the adoption of SOX. Senator Sarbanes cited FEIís support as critical when he appeared on CNBC that night the bill was reported out of the Banking Committee. While supportive of the bill in total, at the time we strongly opposed the internal control provision as a 20 year old initiative/revenue producer for the accounting industry. I am a current audit committee chair of two public companies and have seen the detail reports and work produced by the 404 effort.

Mark is a good friend and colleague. He was a partner with Arthur Young and CFO of Silicon Graphics before joining NEA. He is a general partner of NEA, on the board of many of the companies they invest in and he is a director of a public company as well.

I would love to hear your own thoughts and reactions.

Philip Livingston
Vice Chairman
Approva Corporation

Attachment: plivingston_oped043005.pdf