Sent: Sunday, December 22, 2002 5:46 PM
Subject: Proposed Rules 33-8154 Re. Auditors Independence (s7-49-
02)

Ladies/Gentlemen:

I believe you are moving too far in your regulatory framework
with your proposed rulemaking on additional requirements
regarding auditor independence.  You are moving into the
regulation of the operations of the large public accounting firms
with your initiatives effectively eliminating cross selling
initiatives, which in my opinion will ultimately lead to the
breakup of each of the Big 4 and the other large firms into
smaller components, which ultimately will create a more expensive
cost structures for companies who use the services of the Big 4.
There will be the elimination of synergies, duplicative cost
structures, elimination of expertise etc...I believe the scope
and depth of services will decrease resulting in an elimination
of value and cutting edge ideas.  If adopted, you will have truly
succeeded in creating the Big 4 police force.

On another note, if you move forward with all of your proposals,
including the need for the foreign affiliates of the Big 4 to
register with the SEC, you should reconsider the definition of
Independence insofar as it pertains to stock ownership of audit
clients of an affiliated member firm by partners of other member
firms who except for the name affiliation, have no other
ownership or compensatory interest with the performing member
firm.  For example, take the case of GM.  Partners in member firm
performing the audit should not obviously own stock in GM.
However, partners in member firm A who do not share in the income
of performing member firm and are part of any referring audit
process should be allowed to hold shares in the company.

Please contact me back by return email with questions.
Respectfully submitted,
Rod Nussbaum