Jonathan G. Katz, Secretary
             Securities and Exchange Commission
             450 6th Street, N.W.
             Washington, D.C.

             RE: File No. S7-16-98

             This letter comments on the proposed amendment of Rule
             102(e)(1)(ii) which authorizes the Commission to bar from
             practice before the Commission CPAs who engage in "improper
             professional conduct."

             As practitioners, my partners and I endorse the concept of
             barring from practice before the Commission those
             individuals who have demonstrated that they are unfit.
             However, the definition of "unfit" must be carefully
             crafted.

             The Commission's proposed amendment can too easily be
             construed to provide the severest sanctions against a
             practitioner for a simple negligent error.  The AICPA's
             proposed definition of the term "substantial unfitness"
             protects the public interest, preserves the integrity of the
             Commission's processes, weeds out unfit practitioners, and
             yet is still not severely punitive to a CPA who just
             happened to have made an error or committed an act of simple
             negligence.

             I urge adoption of the AICPA's interpretation of Rule
             102(e)(1)(ii).

             Very truly yours,


             Richard S. Levine
             Managing Partner
             GOLDENBERG ROSENTHAL FRIEDLANDER, LLP