200 Page Mill Road
Palo Alto, CA 94306

November 22, 1999

VIA EMAIL TRANSMISSION (rule-comments@sec.gov)

Jonathan G. Katz, Secretary
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-0609

Re: File No. S7-22-99

Ladies and Gentlemen:

This letter is written with respect to the Commission's Proposal Implementing Blue Ribbon Committee's Recommendations Regarding Audit Committee Effectiveness dated October 6, 1999. By way of background, I have been a practicing corporate attorney for in excess of 20 years and presently serve on the Audit Committees of three corporations with securities traded on the Nasdaq National Market System.

In particular, I wish to comment on the Commission's proposal to require Audit Committee members to report in proxy statements whether anything came to their attention that would lead them to believe that there are any untrue statements or omissions of material fact in the financial statements or alternatively to require Audit Committees to disclose whether any "material modifications" should have been made to the financial statements.

Either of these proposals will impose upon Audit Committee members investigative and certification responsibilities which they have neither the information nor the staff to perform. As a result, it will significantly expand Audit Committee members' liability exposure. This increased exposure will cause any prospective Audit Committee member to consider seriously whether such risk is justified. Because the Audit Committee members will not be in a position to undertake the investigations and audits necessary to give the negative assurances required by the Commission's proposal, any prospective Audit Committee member will be placing himself or herself in a situation where they cannot properly execute the obligations imposed by the Commission. Therefore, they will subject themselves to liability without the ability to perform the required function.

I respectfully request the Commission to delete these measures.


Timothy Tomlinson