Subject: File No. 4-497
From: Samuel J. Yake
Affiliation: Individual Investor

March 29, 2005

Dear SEC:
I am writing because of my increasing concern over the HORRENDOUS effects that the Sarbanes-Oxley legislation is having on public companies with small capitalizations.
I mostly invest in such small companies, and I have slowly gone from being very concerned to now being absolutely shocked at the impact this legislation is having. As an investor, I have gone from having extensive amounts of information pre-Sarbanes-Oxley to LIMITED INFORMATION because many of the companies in which I hold stock have gone COMPLETELY DARK in response to the outsized cost of compliance. Instead of complying, the small companies in droves are knocking their number of shareholders below the 300 threshhold and delisting their stocks. THIS IS DECIMATING THE SMALL-CAP MARKETPLACE It has made me paranoid to invest in any more small-cap companies.
The burdens of complying with Sarbanes-Oxley especially Section 404 on Internal Controls is overwhelming to many small public companies. More importantly, I believe it is TOTAL OVERKILL.
My recommendation is to extend the one-year exemption for small public companies to a PERMANENT exemption--this is the only outcome that makes any sense. WHO IN THEIR RIGHT MIND WANTS TO DRIVE SMALL COMPANIES FROM THE PUBLIC MARKET INTO THE PINK SHEETS WITH NO PROTECTION? The companies I talk to dont want it; the shareholders of these companies emphatically dont want it--only, perhaps, the lawyers and accountants benefit. The trickle of small public companies delisting and deregistering has now become a tsunami--PLEASE use your influence to stop this madness.
I, as an investor, have gone from having much information some of it imperfect before Sarbanes-Oxley to now having many companies give me VIRTUALLY NO INFORMATION WHATSOEVER Please stop this madness of unintended consequences and exempt small-cap companies from Sarbanes-Oxley or at least Section 404.
Thank you for your attention.
Best regards,
Samuel J. Yake
45 Chestnut Road, Paoli, PA 19301-1502

Tel. # 610 644-3774.