From: Robert B. Bramwell [rbramwell@nc.rr.com]
Sent: Friday, July 26, 2002 9:06 AM
To: rule-comments@sec.gov
Subject: Rule 13a-14 (s7-21-02)

I believe it can be helpful to place personal responsibility on 
chief executive officers for the material correctness and completeness 
of corporate reports and I think it was important to apply this higher 
test retroactively.  So when the corporate lawyers try to beat this new 
rule to a pulp, keep that feature.

At the same time, I would like to see a new feature in Forms 10-K: an 
Auditor's Letter To Shareholders.  This would have to be written in clear 
English (?) and parallel the typical Management Letter To Shareholders but 
comment on how this year's audit was different from last year: new products, 
new business units, new corporate structures, impact of new FASB's, etc.  
The idea would be to place a personal responsibility on the audit manager 
and his/her managing partner for disclosure of things an independent expert 
sees (or should see) through the accounting record as the corporation evolves 
its operations.  There would be a lot more tension in the relationship between 
auditors and management if auditors were inclined or required to divulge areas 
of dispute which arose during the audit and I wonder whether the small number 
of audit firms remaining in this country ought to evolve into a "shareholder 
utility" paid not by company managements but by investors.

Thanks for the opportunity to comment so conveniently.

Bob Bramwell