2800 Post Oak Blvd., Suite 5450
Houston, TX 77056-6127

November 27, 2002

Mr. Jonathan G. Katz, Secretary
U.S. Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549-0609

        RE: Proposed Rule Implementing Section 407
        of the Sarbanes-Oxley Act

Dear Mr. Katz:

The proposed rules have created some very lively discussions among the members of our Board over the intended definition of the term "financial expert."

We believe the term "financial expert" should be changed to "financial literate" and should be defined as an individual capable of reading and understanding an income statement, a balance sheet and a statement of cash flows. The individual should understand accounting concepts and their application to the financial statements. The individual's skills could have been obtained through education or experience. The degree of education or experience necessary should be determined by the full Board of Directors. Each company is different and one set of criteria will not fit all companies.

If you have any questions or would like to discuss my comments further, I can be reached at (713) 960-7686 or by e-mail at



E. E. Thiele
Senior Vice President