From: Carlos P. Heilemann [cheilemann@amerop.com]
Sent: Wednesday, April 09, 2003 7:30 PM
To: rule-comments@sec.gov
Cc: Borzillo, Anthony; Lepera, Marianne
Subject: Standards of Professional Conduct for Attorneys

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

RE: Proposed Rule: Implementation of Standards 
of Professional Conduct for Attorneys; 
File No. S7-45-02                                  

Dear Mr. Katz: 

I am pleased to submit this letter to the Securities and Exchange
Commission (the "Commission") in response to the Commission's request,
contained in Release Nos. 33-8186; 34-47282; IC-25920 (the "Proposing
Release"), for comments on (i) the Commission's proposed rules
prescribing attorney withdrawal and issuer reporting to the Commission
of such withdrawal (the "Alternative Proposal"); (ii) the Commission's
proposed rules prescribing attorney withdrawal and the attorney's
notification to the Commission of such withdrawal (the "Noisy Withdrawal
Proposal"); and (iii) the Commission's final rules, contained in Part
205 of Title 17 of the Code of Federal Regulations, implementing
standards of professional conduct for attorneys (the "Final Rules").

I believe lawyers should be held to the same standards of professional
conduct as certified public accountants who practice before the SEC. 
Lawyers main interest should be the preservation of the capital markets
and investor interest.

The client attorney privilege will not been violated by the
implementation of the aforementioned standard.  The standard does not
impose a demand on attorney's to tell the SEC or the public the manner
in which its client conduct's business.  Instead, it merely states to
inform upper management of improper practice.

Furthermore, client-attorney privilege is afforded to individuals
through the constitution, not corporate entities.  Corporations are
governed by the SEC Act of 1930 and 1934, and their is nothing in the
acts that grant client-attorney privilege to public corporations.

Finally, the argument by attorneys that they will have less work or that
their client will trust them less is not true.  The laws are so
complicated that corporations need the assistance of attorneys to comply
with SEC regulation.  Instead, it is the complete opposite.  They will
tell you more because of the fear of going to jail or paying big fines. 
From personal experience, the latter has been the case.

I appreciate this opportunity to comment on the Commission's Alternative
Proposal, Noisy Withdrawal Proposal and Final Rules, and would be most
pleased to discuss any questions the Commission or its Staff may have
with respect to this letter.

Very truly yours,

Carlos P. Heilemann, CPA, MBA
Amerop Sugar Corporation
Controller