From: Andrew Johnson [ajohnson@hastingsmfg.com]
Sent: Tuesday, January 07, 2003 3:54 PM
To: rule-comments@sec.gov
Subject: File No. S7-40-02

Dear SEC:

I recognize that the period for comment is over, however, I just became
aware of this comment period.

I am the President of Hastings Manufacturing Company, a listed company on
the American Exchange.  We are a small company with sales of approximately
$37,000,000.  Our operating income less interest expense averaged about
$420,000 for years 1999-2001.  We estimate the cost of complying to the
Sarbanes-Oxley Act will exceed $100,000 per year.  We are a company that
approaches business with integrity and view the new laws as merely an added
burden for us.

My comments regard the "Financial Expert".  As you can see, we are a small
company.  We have an independent audit committee.  One member of our audit
committee is the chief lending office for one of our local banks.  Even
though he has great experience and training, his qualifications do not meet
those of your proposal.  He has not been a chief financial person at an
issuing company (comparable or otherwise), nor has he been on the audit
committee of an issuing company other than Hastings.  After searching for a
new board member for 2 years, we finally were able to find a qualified
candidate.  He is a CPA, but for the same reasons mentioned above, he would
not qualify as the "Financial Expert" under your proposal.

Hastings Manufacturing is a very small company.  We are the only public
company in our city.  We have a very difficult time finding qualified,
independent board members.  Sarbanes-Oxley is already making it more
difficult and expensive to find directors who are willing to serve.  We feel
finding a director who is also a "Financial Expert" by the proposed
definition will be next to impossible.

Thank you for your consideration.

Andrew F. Johnson
President
Hastings Manufacturing Company