August 25, 1998
     
Mr. Jonathan G. Katz, Secretary
Securities and Exchange Commission
450 5th Street, N.W.
Washington, DC 20549-6009
     
Dear Mr. Katz:
     
As the senior financial executive officer of a publicly held company, I am 
writing to strongly oppose your proposed amendment to Rule 102(e) of the Rules 
of Practice, specifically your attempt to clarify "improper professional 
conduct". 
     
The proposal, in my opinion, is distressingly unclear and could be read to allow
the SEC to sanction even a single act of mere negligence by an accountant, 
including myself, as the languange currently reads. I don't believe that this is
the intent of the Commission. The federal securities laws neither expressly nor 
implicitly authorize the Commission for negligent conduct, therefore, I believe 
the proposal is an unwarranted expansion of the Commission's regulatory 
oversight powers.
     
Although my comments are not timely with respect to the comment deadline, I do 
hope you will consider them nonetheless.
     
Sincerely,
     
     
John R. Hecht
Executive Vice President and
  Chief Financial Officer
AMCORE Financial, Inc.