Date:    08/17/2000  1:14 PM

Subject: S7-13-00

My name is Hartwell H. Roper. I am the chief financial officer of Universal 
Corporation. I am a CPA. I would like to comment on the SEC's proposed rule 
governing auditor independence. These comments are my own and may not 
necessarily be the same as Universal Corporation's. 
     
The proposed rule would render any accountant as lacking independence if 
that accountant or the accountant's firm performs internal audit services 
for the audit client or an affiliate of the audit client other than a 
nonrecurring evaluation of discrete items or programs and operational 
internal audits unrelated to the internal accounting controls, financial 
systems, or financial statements. Completion of a successful audit of a 
large multinational company such as ours at a reasonable cost requires that 
internal auditors and external auditors coordinate their work. Internal 
auditors assist the external auditors with portions of their work and vise 
versa. Internal auditors review external auditors' workpapers of foreign 
subsidiary audits in planning their work. External auditors are routinely 
hired to assist in translating documents prepared in other than English and 
assist in communication with company personnel. To avoid having the 
expensive technical expertise in house, internal audit uses external audit 
to audit our information systems group. I believe it is efficient to use our 
external auditors for these services because they already know key 
personnel, the company's culture and its business. I do not believe it 
affects their independence in any way. In fact I believe the company gets a 
better overall audit using them in these ways. In addition, without such 
joint efforts around the world the cost of both our internal and external 
annual audits would go up significantly. I oppose the proposed restriction 
on internal audit outsourcing.  
     
It was a relief that the proposed rule would not affect tax-related 
services. I believe it is very efficient to use the same firm to conduct the 
audit and provide tax planning and compliance advice. However, I was 
troubled by the proposed ban on the audit firm acting as an advocate for an 
audit client. If the audit firm is allowed to provide tax related services, 
it should be allowed to represent its client before the IRS. I believe to 
require otherwise could significantly and unfairly jeopardize the company's 
position.
     
Does the Commission propose that the audit firm not represent its client in 
response to a Commission comment letter?          
     
I found it particularly interesting that the SEC chose to ignore the findings 
of the O'Malley Panel of the Public Oversight Board after specifically asking 
the Panel to focus on the effect of the provision of non-audit services on 
audit effectiveness. The Panel found no instance in which providing non-audit 
services had a negative effect on audit effectiveness. In fact, in a number 
of instances the effects were found to be beneficial. Also, The SEC's 
Enforcement Division has never brought a case in which it alleged that an 
audit failure occurred as the result of the accounting firm's provision of 
non-audit services to the audit client. Finally, the SEC lacks authority for 
its sweeping scope of services rule. The statute does not expressly authorize 
the SEC to make rules governing or regulating directly the accounting 
profession itself. 
     
What we have here is another example of big government trying to fix a 
perceived problem that does not exist. I hope the Commission will reconsider 
its proposal and allow the profession that has successfully regulated itself 
for years. The lack of a case that is on point from your own enforcement 
division is evidence enough for me.
     
Hartwell H. Roper