From: Slrosenfieldcpa@aol.com
Sent: Friday, January 03, 2003 9:53 AM
To: rule-comments@sec.gov
Cc: scoffy@aicpa.org
Subject: Proposed auditor independence rules under Sarbanes Oxley (s7-49-02)
Sirs: 

I believe your proposed rules fail to address a particular situation that 
might result in restraint of trade: 

      There are more than a few publicly held entities that are audited by 
	  very small CPA firms (sometimes even sole practitioners). 

The mandatory rotation requirements would result in a loss of clients to them. 

The old SECPS Peer Review program of the AICPA provided an exception for 
these firms.   I urge you do likewise. 


Sherman L. Rosenfield, CPA, P.A. 
Miami, Fl. 
305 595 4742