From: Jarett Schultz [jarettschultz@hotmail.com]
Sent: Wednesday, August 07, 2002 11:36 AM
To: rule-comments@sec.gov
Subject: Comments to Release No.: File No.: S7-21-02


August 7, 2002

Jonathan G. Katz, Secretary
U.S. Securities and Exchange Commission rule-comments@sec.gov
450 Fifth Street, NW
Washington, DC 20549-0609

Subject: Certification of Disclosure in Companies' Quarterly and Annual
Reports - Release No.: File No.: S7-21-02

     I appreciate the opportunity to submit a response letter to the
above-referenced matter.

     As a law student concentrating in corporate law, I found this
particular subject very interesting and obviously germane to the corporate 
scandals of late.  In response to the proposal, I only have a couple of 
comments:

1)   Perhaps more focus should be placed on what information is considered 
"material."  CEOs and CFOs will need to justify, in retrospect, why 
information omitted from a filing that turns out to be "material," was not 
considered "material" when the 10-K or 10-Q was filed (due to the lack of 
any clear test of materiality).  The SEC could potentially limit this 
ambiguity by providing a more defined test regarding materiality.  In 
addition, a more precise test might eliminate the ignorance defense which we 
see too many times.

2)   The proposal should consider all companies (i.e. large or small) that 
trade on any U.S. Stock Exchange.  All publicly traded corporations should 
bear the same responsibility; the public invests in both larger and smaller 
companies.

Thank you for your efforts towards restoring investor confidence and
corporate integrity.

Regards,

Jarett Schultz
New York, NY



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