Subject: Subject: File No. S7-16-98 Date: 8/12/98 7:59 AM Subject: File No. S7-16-98 Mr. Jonathan G. Katz, Secretary Securities and Exchange Commission 450 5th Street, N.W. Washington, D.C. 20549-6009 Dear Mr. Katz: Our firm would like to comment on the Commission*s proposed amendment to define *improper professional conduct* as it appears in Rule 102(e) of the SEC*s Rules of Practice. We have concerns about the proposed amendment. We feel that your proposed rule would reach mere errors in judgement and the SEC would use this ordinary negligence standard to bar (or otherwise discipline) accountants, whether in industry of public practice, form being associated with documents filed with the SEC. We would ask that you define *improper professional conduct* as conduct demonstrating that a professional is substantially unfit to practice before the commission. Using the AICPA*s proposed definition, a professional*s substantial unfitness to practice before the Commission would be established by a demonstration that the professional (i) knowingly violated applicable professional standards, (ii) consciously and deliberately disregarded applicable professional standards, or (iii) engaged in a course or pattern of conduct showing repeated failure to conform to applicable professional standards, but only where it is established that such conduct poses a threat to the integrity of the Commission*s processes or the financial reporting system. A single act of mere negligence (e.g., an error in judgment) would not meet this standard. For these reasons, we believe that a Rule 102(e) negligence standard with respect to accountants contravenes public policy, treats accountants in a discriminatory manner, and would actually diminish the vital role of accountants as guardians of the financial reporting system. My address is: Bob Knight Lane Gorman Trubitt, L.L.P. 2626 Howell, 7th Floor Dallas, Texas 75204-1042 Regards, Bob Knight