Peter C. Ferraro and William G. Stayduhar

Securities Exchange Act of 1934
Release No. 48654 / October 17, 2003

Accounting and Auditing Enforcement
Release No. 1899 / October 17, 2003

Administrative Proceedings
File No. 3-9045

On July 24, 1996, Peter C. Ferraro, CPA ("Ferraro"), was denied the privilege of appearing or practicing before the Commission as an accountant for two years as a result of settled public administrative proceedings instituted by the Commission against Ferraro pursuant to Rule 102(e) of the Commission's Rules of Practice.¹ This order is issued in response to his application for reinstatement to appear and practice before the Commission as an independent accountant and as an accountant responsible for the preparation or review of financial statements required to be filed with the Commission.

Ferraro, a CPA in the state of Pennsylvania, performed audit work leading to the issuance of unqualified audit reports on the fiscal year 1991 and 1992 financial statements of Sulcus Computer Corporation ("Sulcus"). Ferraro was the engagement partner in charge of the Sulcus audits. The original order alleged that Ferraro engaged in improper professional conduct by failing to conduct the 1991 and 1992 Sulcus audits in accordance with GAAS. Specifically, he failed to obtain sufficient competent evidential matter to afford a reasonable basis for his firm's opinions on Sulcus' financial statements, failed to assess properly whether the company's financial statements were fairly presented in conformity with GAAP, and failed to exercise due professional care in the performance of the audits. The original order alleged that Sulcus failed to comply with GAAP, in that it overstated its financial results by improperly accounting for a series of acquisitions completed during 1991 and 1992.

In his capacity as an independent accountant, Ferraro has undertaken to remain either a member or associated with a member firm of the SEC Practice Section of the American Institute of Certified Public Accountants ("AICPA") or equivalent organization, and to comply with all applicable SEC Practice Section or equivalent organization requirements. In connection with any service as an accountant responsible for the preparation or review of financial statements of a public company to be filed by the Commission, Ferraro has undertaken to have his work reviewed by the independent audit committee of any registrant for which he works or in some other manner acceptable to the Commission while practicing before the Commission in this manner.

On the basis of information supplied, representations made, and undertakings agreed to by Ferraro, it appears that (1) Ferraro has complied with the terms of the July 24, 1996 order denying him the privilege of appearing or practicing before the Commission as an accountant, (2) that no information has come to the attention of the Commission relating to his character, integrity, professional conduct or qualifications to practice before the Commission that would be a basis for adverse action against Ferraro pursuant to Rule 102(e) of the Commission's Rules of Practice, and (3) Ferraro's undertaking to have his work reviewed by the independent audit committee of any future employer, or in some other manner acceptable to the Commission, in his practice before the Commission as a preparer or reviewer of financial statements required to be filed with the Commission is in the public interest. Therefore, it is accordingly,

ORDERED pursuant to Rule 102(e)(5)(i) of the Commission's Rules of Practice that Peter C. Ferraro, CPA, is hereby reinstated to appear and practice before the Commission as an accountant.

By the Commission.

¹ See Accounting and Auditing Enforcement Rel. No. 804, In the Matter of Peter C. Ferraro, CPA, and William G. Stayduhar, CPA, July 24, 1996.