From: Philip A. Frantz
Sent: March 28, 2006
To: rule-comments@sec.gov
Subject: File No. 265-23

To: Advisory Committee on Smaller Public Companies

I am a director of MainSource Financial Group (MainSource) which would be affected by the proposed "smallcap" company exemption from the external auditor attestation requirements of SOX Section 404.

I support the proposed exemption and would encourage your committee to continue to review other possible exemptions for "smallcap" companies. While I recognize the importance of the SOX legislation, it does appear to have been overreaching in its scope and requirements, particularly concerning banks which are already heavily regulated.

The total cost to MainSource of complying with SOX is estimated to be in excess of $1,000,000. While only a part of this expense is for the external auditor attestation, it is a significant cost to MainSource and other companies..

I appreciate the effort being spent on the proposal and trust that you will, where possible, continue to propose the reduction of time and money being required to be spent on this process.

Thank you for your consideration.

Philip A. Frantz