CHESHIER & FULLER, L.L.P.
14175 PROTON ROAD
DALLAS, TEXAS 75244-3692
TEL (972) 387-4300
FAX (972) 960-2810
(800) 834-8586

WWW.CHESHIER-FULLER.COM

MEMBERS:
AMERICAN INSTITUTE OF
CERTIFIED PUBLIC ACCOUNTANTS
SEC & PRIVATE COMPANIES PRACTICE
SECTION OF AICPA
DIVISION OF FIRMS
TEXAS SOCIETY OF CERTIFIED
PUBLIC ACCOUNTANTS
CPAMERICA INTERNATIONAL
AN AFFILIATE OF HORWATH INTERNATIONAL

September 25, 2000

Jonathan G. Katz, Secretary
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-0609

Dear Mr. Katz:

We wish to take this opportunity to offer our opinion regarding the proposed Securities Exchange Commission (SEC) regulation "Revision of the Commission's Auditor Independence Requirements; Proposed Rule, 65 Fed. 43, 148 (2000)," (the proposal). This opinion is offered prior to the close of the proposal comment period, which expires September 25, 2000.

Our opinion is offered with a willingness to assist and to communicate our concerns to you regarding the proposal. We firmly believe the proposal, as currently written, is unwarranted, not supported by facts, or requested by the financial and business community we both serve. Non-audit services offered by audit firms simply have not compromised auditor independence or audit failure.

In as much as this proposal is a fundamental change to one of the most basic and observed rules of the audit profession, we urge the Commission to defer its adoption to afford more time for input from the CPA profession, public entities, and other interested parties.

Thank you for your consideration.

Sincerely,

/s/ J. King Bourland
J. King Bourland, CPA

Managing Partner

CHESHIER & FULLER, L.L.P.

JKB/dgm