August 18, 2000

Commissioner Laura S. Unger

Dear Madam:

As a practicing Certified Public Accountant in Ohio for 20 years I am concerned by some recent proposed rules promulgated by the Securities and Exchange Commission. These rules would limit the ability of a CPA to provide our clients, either public or nonpublic entities, the necessary business services that our profession has worked so hard to develop and train ourselves in. I believe, that the public desires our services because of the trust and integrity that our profession, for the most part, has earned.

For a CPA To effectively audit an entity, the auditor must understand the business and industry, culture, people, systems, risk considerations and virtually everything of a material nature involving the entity. As a result, the entity naturally and wisely turns to the CPA for advice.

The profession has done a wonderful job in setting standards for CPA's in training, education, and competence in fulfilling the responsibility to perform audits that the public can trust and value.

I believe that these SEC initiatives are flawed for the following reasons;

• It remains to be seen, if the oversight groups will remain strong and viable if the audit is the sole service of its members.

• By separating audit from consulting services, auditors could potentially have more economic pressures, which, if not adequately trained and peer reviewed, could create more reliance on keeping audit fees, thus impacting independence.

• I practice in somewhat of a rural area of the mid west and there has been very little writing or discussion of this matter. Why is this item being pursued so quickly and without the debate and investigation of many other issues to come before the public?

• I understand that there is no evidence that audit quality has been compromised by the performance of non audit services.

I believe regulation has a place when it is well thought and targeted to help the public. I believe that this is not one of those times.

Thank-you for your consideration regarding this matter.

Very truly yours,

HOLBROOK & MANTER, LLP

Brad

Bradley H. Ridge, CPA
Partner