From: Morton Rosenthal [mrosenthal@yahoo.com]
Sent: Friday, December 06, 2002 11:10 AM
To: rule-comments@sec.gov
Subject: S7-49-02


The complicity of the major accounting firms in fraudulent activity makes 
it imperative that
the S.E.C. do everything possible to ensure that auditors not have any 
financial incentive
to violate the spirit as well as the laws of the United States that are 
intended to safeguard
the integrity of financial statements.

Failure to enact rules that are sufficiently strong will lead to further 
deterioration of public
confidence, by US citizens as well as foreign investors, in the United 
States and its
financial systems.

I urge adoption of the proposed rules, in their most stringent form.

Morton M. Rosenthal


Morton M. Rosenthal
13 Allen Lane
Lawrenceville, NJ 08648

Tel.    609-882-7994
FAX  609-882-5495