Subject: File No. 4-497
From: Jennifer Gilyard
Affiliation: Controller, Electro-Sensors, Inc.

April 5, 2005

How does the internal controls benefit very small business filers? We have yet to come up with a reason for our small company.

The cost alone is outrageous. Not to mention the on-going costs of additional audits basically we will double our annual audit fees. Plus, we now have to hire a different firm that is not familar with our corporation when we have financial questions as to not impair our auditors independance. Its ridiculous and expensive. Again - how does this benefit us or the shareholders at our level?

I think that the internal controls 404 is very beneficial for large corporations whose right hand doesnt know what the left hand is doing. But it just doesnt make sense for a company that has 35 employees, who knows exactly what is going on at all times. Its unfair to group small business filiers with large corporations.

This article link above is wonderful. I fully support what is being said and can relate to all of the issues mentioned.

I will be disappointed if the rules are not changed for small business filers, and there should be a threshold where nothing extra is needed to file, such as companies under 5 million in revenues, and less than 50 employees.

In my opinion, you are not helping the shareholders, but costing them money. This project will not cost us 3 of our revenues such as it did large corporations who wont miss those funds, but will cost us a year of my time and 10 of our net revenues. A huge impact to the shareholders and a great burden on the corporation.