Attorney at Law

May 23, 2002


Jonathan G. Katz, Secretary
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Re: File No. S7-08-02

Ladies and Gentlemen:

This comment letter is submitted by us in response to your proposed Rule relating to the above file number. We have reviewed the release of the Securities and Exchange Commission ("Commission") in the matter and discussed the release with various persons. This comment letter is not submitted on behalf of any client of the Firm but rather is based upon our experience and practice before the Commission. Our comments are as follows:

1. We believe that the time period relating to the proposed accelerated time period relating to quarterly reports is too short. As the Commission knows, most companies can and do take their reporting requirements seriously. A 30 day time period in which to complete the information, have the necessary review by independent accountants followed by review by the audit committee of a public company, simply is not enough time. In the alternative the Commission should consider raising the public float level to considerably greater than $75 million. We suggest a floor of $200 million, particularly until such time as the Commission has enough experience in determining whether the 30 calendar days is a time period within which registrants can file their quarterly reports timely with appropriate disclosure.

2. With respect to acceleration of the filing of annual reports, we would suggest again that the public float minimum be raised to at least $200 million. In our experience with the smaller registrants, the timing of their audits tends to be pushed back because they are smaller companies who are not the large clients for the major accounting firms. This has a tendency to delay the drafting and filing of a Form 10-K. It is critical that registrants have sufficient time to review the financial statements in conjunction with preparation of the Form 10-K. In fact, we believe that the preparation of the financial statements is a necessary first step in the preparation of a Form 10-K. For many of these smaller companies, to have the financial statements prepared in a manner that allows the presentation to the entire boards of directors as well as review by counsel and the outside auditors is a process that simply takes more time than 60 calendar days. We are cognizant of the technological advances cited in the Release; however, these advances are offset by the coordination time among the registrants, their managements, boards of directors, outside auditors, outside counsel and lastly, theprinting companies that prepare the filings via Edgar. Accordingly, we would suggest that the Commission raise the public float level as indicated above. While the Commission points out that the time frame for filings have not changed in many years, indeed, the Commission overlooks the fact that now as a general practice, audit committees must review financial statements on a quarterly and annual basis as well as receive significant input from a registrant's independent public accountants. These two processes in our view lengthen the filing process despite the Commission pointing out that there are many advances in technology and communications. Unworkable time frames puts boards of directors in a position of having to "rubber stamp" Commission filings. This is exactly what the Commission does not want to encourage.

Finally, we believe that the reliability and accuracy of periodic reports may suffer if unrealistic time deadlines are imposed on the smaller sized registrants. Amended filings containing "surprises" not only result in sharply decreased stock prices and shareholder lawsuits, but undermine the integrity of the U.S. stock markets. The Commission should consider carefully the impact that may result if unreasonable time frames are imposed on the smaller sized registrants.

Feel free to contact the undersigned with questions you may have regarding this letter.

Very truly yours,


/s/ Reid A. Godbolt

Reid A. Godbolt