August 13, 2002

Via Electronic Mail

U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Re: SR 34-46300: Comment Letter regarding Section 302 of Sarbanes Oxley Act of 2002

To Whomever It May Concern:

I am an investor and an attorney at the law firm of Foley & Lardner with a background in securities law. I have not been retained by any individual or entity to prepare or submit this comment letter. I am submitting this letter in the hope that it will assist the Commission in promulgating rules that further the public interest. I have reviewed portions of Sarbanes Oxley Act of 2002 and have identified a number of issues that I believe should be considered by the Commission in promulgating rules to implement Section 302. Most importantly, Section 302 contains many ambiguities provisions. The Commission will further the purposes of the Sarbanes-Oxley Act, and assist public companies as well as their CEOs and CFOs by promulgating regulations that clarify these ambiguities.

Section 302 requires, inter alia, that the CEO and CFO of each public company certify in each quarterly and annual report that they (1) are responsible for establishing and maintaining internal controls; (2) have designed such internal controls to ensure that material information relating to the issuer and its consolidated subsidiaries is made known to such officers by others within those entities, particularly during the period in which periodic reports are being prepared; and (3) have evaluated the effectiveness of the issuer's internal controls as of a date within 90 days prior to the report. The Commission should address the following uncertainties raised by these requirements of Section 302:

Section 302(a)(5) requires that the CEO and CFO of each company certify that they have disclosed to the issuer's auditors and audit committee of the board of directors (or persons fulfilling the equivalent function) all significant deficiencies in the design or operation of internal controls which could adversely affect the issuer's ability to record, process, summarize, and report financial data and have identified for the issuer's auditor's any material weaknesses in internal controls and any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer's internal controls.

Section 302(a)(6) requires that the CEO and CFO certify that they have indicated in the report whether or not there were significant changes in internal controls or other factors that could significantly affect internal controls subsequent to the date of their evaluation, including any corrective actions with regarding to significant deficiencies and material weakness.

The Commission rules should address the intersection between Sections 201 ("Services outside the scope of the audit), 302 (Corporate responsibility for corporate reports), and 404 (Management assessment of internal controls). Section 201 prohibits the auditor from providing to the issuer any non-audit services including bookkeeping or other services related to the accounting records or financial statements of the audit client, financial information systems design and implementation, internal audit outsourcing services, management functions, and expert services unrelated to the audit. Section 404 requires that each annual report contain an internal control report that contains an assessment s of the end of the most recent fiscal year of the issuer, of the internal control structure and procedures of the issuer for financial reporting and that the auditor attest to and report on the assessment. It therefore appears that Section 201 does not prohibit an annual evaluation by the auditors of management's annual assessment of internal controls. Consistent with Section 201, what role can the auditor's perform in the quarterly evaluation referred to in Section 302?

I hope that this letter assists in the Commission identifying some of the many issues as to which CEOs and CFOs require guidance in attempting to comply with the certification requirements of Section 302. If you have any questions, the undersigned can be contacted at 202-672-5528.


Kenneth B. Winer