Date:    8/10/98  1:01 PM
         
  Subject: File No. S7-16-98
          
  Dear Sirs,

  I am a shareholder in a small CPA firm that occaisionally handles SEC filings
  for SB companies.  I applaud the SEC in its efforts to monitor the information
  filed by SEC registrants, and its recent attempt to better define the standards
  to which CPA's are expected to adhear.  However, your proposed rule defining
  improper professional conduct remains somewhat unclear.  As I read the rule, a
  general concept emerges with which I agree. Unfortunately, when litigation is
  envolved, general concepts often give way to exact wording, and your use of such
  words as "unreasonable", "substantial", and "should have been known" can be
  interpreted in numerous ways.

  I would hate to see professional risk raised to a level that would preclude many
  smaller CPA firms from participating in this market sector.  I feel, at least
  affordable service.

          Respectfully,

          John G. Ratliff