September 25, 2000

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

Dear Mr. Katz:

As a Member in a 26-year-old local CPA firm, I submit these comments on behalf of our 40 employees.

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. We offer and believe the following support our position concerning the proposal.

We believe the significance of this impact requires the SEC to reconsider the timing of the proposal because:

In addition, we must question the authority of the SEC in regard to this "Scope of Services" rule. The authority cited by the SEC in the proposal pertains to the filing of public companies' financial statements that have been audited by independent audit firms. This authority does not provide for making rules that govern and regulate the audit profession itself. The proposed rules clearly concern the "appearance of independence." The proposal neglects to address any issues, facts or circumstances concerning the additional requirement concerning independence "fact." Since inception, the independence rules have been defined by an auditor's independence in regard to "appearance and fact." We question whether the SEC has statutory authority to impose restrictions because of possible "perceptions" about lack of independence.

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. And, as previously stated, we will be pleased to work with the Commission in this matter.

Thank you for your consideration.



Norman F. Manley, CPA