From: Hajime Onuki
Sent: February 17, 2006
To: rule-comments@sec.gov
Subject: File No. 265-23

Dear Sir,

I have today obtained Draft Final Report (for the meeting of February 21) from your Website and taken a quick look.

As for the internal control over financial reporting, I am not sure of the Section 404 treatment to microcap companies of which annual revenue is $125 million and more.
Assuming there has been no significant change in this domain since December, "microcap companies with less than $250 million but greater than $125 million in annual revenue" may be subject to exemptive relief from external auditor involvement. Is this the case?

If so, I assume that this had better be reflected/inserted in the text of Recommendation III. P. 2.

Would you please kindly confirm whether my assumption is correct, or not?

Sincerely,

Hajime Onuki