From: Lynn Mottram, CIA, CFE
Sent: April 4, 2006
To: rule-comments@sec.gov
Subject: File No. 265-23


Your exposure draft takes into consideration the onerous effect of Sarbanes-Oxley 404 compliance for small companies, specifically micro-cap, and companies with revenues under $250M. However, it does not consider industries such as distribution companies, in which the revenues may be over $250M, but low net profit.

Our company is a small cap accelerated filer in which our Sarbanes- Oxley compliance costs are almost 9% of of net profit. It would be a huge relief for low margin, low profit companies to receive relief from the external audit testing of managementí internal control testing and assertions.

Respectfully submitted,

Lynn Mottram, CIA, CFE
Director of Internal Audit
Core-Mark International, Inc.
395 Oyster Point Blvd. , Suite 415
South San Francisco, CA 94080
(650) 589-9445 ext. 3119
lmottram@core-mark.com