From: Carolyn Woodruff [cwoodruff@woodrufflawfirm.com]
Sent: Friday, January 10, 2003 5:17 PM
To: RULE-COMMENTS@sec.GOV
Subject: Sarbanes-Oxley Act (s7-49-02)

As as CPA sole proprietor with 4 CPA's on staff, we actively serve accounting 
and tax needs of small businesses in Western North Carolina.  My clients 
directly employ at least 5,000 people in an area that is economically challenged 
as it tries to adapt its manufacturing base.

In reviewing the propsal to strengthen the Commission's requirements regarding 
the recently published rules to implement the "Sarbanes-Oxley Act of 2002", I am 
very cconcerned about the potential cascade  of this law adversely affecting my 
clients and other similar sized companies.

Redefining independence, in many cases,  would require small clients having more 
than one accounting firm.  This would complicate their reporting and tax compliance 
and inevitably increase their fees.  

Also, if partner rotation is required relating to small companies, this will very 
much impact the direct and indirect costs and complexities of small company 
reporting and compliance.

The mandatory cooling off period could directly affect small companies as they 
recruit CPA's from their audit CPA firm.  This would restrict options for small 
companies while potentially forcing increased compliance costs in changing CPA firms.

Thank you for your consideration.  

Russell L. Isenhour, CPA
104 Third Street NE, #100
Hickory, NC  28601
(828) 322-9300