Subject: File No. 4-497
From: Jennifer Gilyard
Affiliation: Controller, Electro-Sensors, Inc.

April 5, 2005

How does the internal controls benefit very small business filers? We have yet to come up with a reason for our small company.

The cost alone is outrageous. Not to mention the on-going costs of additional audits basically we will double our annual audit fees. Plus, we now have to hire a different firm that is not familar with our corporation when we have financial questions as to not impair our auditors independance. Its ridiculous and expensive. Again - how does this benefit us or the shareholders at our level?

I think that the internal controls 404 is very beneficial for large corporations whose right hand doesnt know what the left hand is doing. But it just doesnt make sense for a company that has 35 employees, who knows exactly what is going on at all times. Its unfair to group small business filiers with large corporations.

http://www.aeanet.org/governmentaffairs/AeASOXPaperFinal021005.asp?bhcp=1

This article link above is wonderful. I fully support what is being said and can relate to all of the issues mentioned.

I will be disappointed if the rules are not changed for small business filers, and there should be a threshold where nothing extra is needed to file, such as companies under 5 million in revenues, and less than 50 employees.

In my opinion, you are not helping the shareholders, but costing them money. This project will not cost us 3 of our revenues such as it did large corporations who wont miss those funds, but will cost us a year of my time and 10 of our net revenues. A huge impact to the shareholders and a great burden on the corporation.