File No. S7-02-03.From: Melody Boehl [MBoehl@bdgrowers.com]
Sent: Tuesday, February 18, 2003 7:11 PM
To: 'rule-comments@sec.gov'
Subject: File No. S7-02-03. 

Regarding CAE's reporting lines:  It is imperitive that the CAE report directly 
to the Audit Committee, not just functionally, but also adminstratively.  This is 
the only true way to ensure an independent internal audit group.  The argument is 
that audit committees do not have the time or resources to provide administartive 
oversight.  This inconviemence is far outwighed by pull a CEO or CFO may have on 
an auditor's independence.  How can an auditor be truly independent if his or her 
compensation and appraisals are controlled by an operations group.  A CAE can't 
help but think in the back of their mind that an unpopular finding may hurt their 
career.  While we strive to stay independent despite this relationship, in reality 
we truly do not.  They're will always be some hesitation for full disclosure to the 
audit committee as long as a CAE's livelyhood is dependent upon the CEO or CFO.  To 
ensure complete transparency, the CAE must report to the audit committee.

CAE