Subject: File No. 265-23
From: Phillips W. Smith, Ph.D.
Affiliation: Retired and enjoying it

May 26, 2005

One of the first things the committe should look into is the modification of stock option expensing by small public companies. The current rule as proposed for implemntation is an across the board without regard to a companys size.

There are definite differences between large public companies and their use of stock options and small public companies in their recruiting efforts.

A small public company has traditionally used stock options to attract new emplyees to take the risk and make the company a success.

Even Sarbanes Oxley uses a size criteria for implementation.

The committe should review the current plan for stock option expensing particularly in small public companies.