Date:    08/24/2000  3:48 PM

Subject: S7-13-00

Securities and Exchange Commission
Washington, DC
     
Dear Commission,
     
I am writing with my concerns regarding the proposed SEC rule regarding 
auditor independence and the performance of consulting services by 
independent auditors of SEC registrants.
     
I write as a CPA with over 12 years experience in the auditing profession at 
a Big Eight, now Big Five firm. I am currently the CFO of a private company, 
my second such position.
     
The proposed rule would severely limit the ability of professional service 
firms to provide both audit and consulting services. This rule would have a 
major impact on top tier audit firms that are struggling with enormous 
changes in the profession. It will clearly impact the ability of firms to 
attract and retain the level of personnel required to perform quality 
audits.
     
In my years in public accounting, I never once encountered an instance of 
consulting services impacting the independence of the auditors. In direct 
contrast to the intent of the proposed rule, I found the knowledge and 
experience of the consulting teams significantly enhanced the quality of the 
audits. The proposal and the supporting arguments document no instances of 
consulting services impacting the quality of audits or any audit failures. 
The proposed rule seems to be a solution in search of a problem.
     
This proposal not only affects the professional firms providing audit and 
consulting services but would have a direct impact on the clients of these 
firms by reducing the number and quality of the professionals providing 
audit services. The proposed rule would also force companies to engage 
additional professional firms to avoid the situation where the auditor would 
provide consulting services. This will increase costs and require additional 
time to maintain and inform numerous professionals of the information and 
experience necessary to understand the business of companies engaging 
auditors and consultants.
     
I urge you to reconsider and abandon this well intentioned but poorly 
conceived proposed rule.
     
Regards,
Jeffrey Werner
Chief Financial Officer
Antrim Design Systems, Inc.