Date:    8/11/98
          7:50 AM
          
          Subject: File No. S7-16-98
          
          Gentle,

                  I agree with the concepts of your proposed rule change, with one
          exception.  I am in industry and I have seen errors that would be considered
          "negligent condust" under your new rule, which was a result of improper or poor
          advice from legal counsel.

                  This rule should be broadened to encompass "ALL" parties involved in
          preparation of SEC filings, not just accountants.

                  I am a CPA currently in industry (7 years) with eleven years public and
          four years governmental experience.


          Yours Truly,


          Donald E. Schneider, CPA MS-Taxation