From: Felix Bronstein [fjb8@cornell.edu]
Sent: Saturday, April 05, 2003 11:55 AM
To: rule-comments@sec.gov
Subject: Implementation of Standards of Professional Conduct for
Attorneys

										April 5, 2003
Via E-mail -- rule-comments@sec.gov

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

Attention:  	Jonathan G. Katz, Secretary

Re:  		  File No. S7-45-02
		    Release Nos. 33-8186, 34-47282; IC-25920; and
		    Release Nos., 33-8185; 34-47276; IC-25929
		    Implementation of Standards of Professional Conduct for Attorneys

Ladies and Gentlemen:

	I am writing in response to the request of the Securities and Exchange 
Commission for comments on its Proposed Rule and Final Rule to implement 
Section 307 of the Sarbanes-Oxley Act of 2002 (the "Act") that were 
released January 29, 2003.
	
	I would like to fully join and concur in the comments made by Alfred P. 
Carlton, Jr., President of the American Bar Association, in his response to 
the "noisy withdrawal" proposal in his letter of April 2, 2003.  These 
proposed rules would erode the attorney-client privilege and would likely 
cause far more harm to the public interest than any possible and 
speculative improvements in investor protection.

	Thus, I strongly believe that imposing mandatory withdrawal and reporting 
out requirements, whether as noisy withdrawal or company reporting, is 
unnecessary and would neither protect investors nor serve the interest of 
the general public.  "Rather, mandatory rules are more likely to harm the 
public interest by interfering with the attorney-client relationship and 
impeding effective legal counseling.  In addition, they could weaken the 
protection of investors by preventing lawyers from effectively counseling 
legal compliance and by encouraging premature withdrawal by counsel." [ 
http://www.abanet.org/poladv/new/307.pdf , 
http://www.abanet.org/media/apr03/noisy_withdrawl.html ]

	I appreciate the opportunity to submit these comments, both on the 
proposed rules and on the final rule before it becomes effective on August 
5, 2003.


						Respectfully submitted,

						Felix Bronstein