Subject: Author: "Roub; Bryan" at Internet Date: 12/06/1999 3:04 PM Harris Corporation 1025 West Nasa Boulevard Melbourne, Florida 32919 Telephone: (321) 727-9129 FAX: (321) 727-9625 Mr. Jonathan G. Katz, Secretary U.S. Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Audit Committee Disclosure (File No. S7-22-99) Dear Mr. Katz: This letter is written in response to the request of the Commission for comments on Release No. 34 - 41987 relating to Audit Committee Disclosure. We are in agreement with many of the proposals contained in the release and currently comply with most of them. However, we believe that several of the proposals inappropriately expand the role of the audit committee members beyond standard capabilities of an oversight group. We do not support any requirement that an audit committee report in the proxy statements whether anything came to their attention that would lead them to believe that the audited financial documents contain material misstatements or omissions. It is our belief that it is the company's financial statements and the management of the company is responsible for their preparation. The auditor's role is to conduct an audit of the financial statements and report on their audit to the audit committee. The proposal contained in paragraph (a) (4) of the proposed Rule 306 would require members of the audit committee to give a negative assurance, and effectively "warrant," the financial statements. Adoption of this standard would likely increase the liability risk of audit committee members. This increased exposure, even with the proposed safe harbor, will make it very difficult to attract members to the audit committee. As we have stated earlier, the role of the audit committee is one of oversight and it has neither the resources nor the information to provide such a certification to investors. We would appreciate your consideration of these comments even though they have been filed after the allowed comment period. Very truly yours, Bryan R. Roub Senior Vice President and CFO