From:	mcorcoran@harborviewpartners.com
Sent:	Monday, October 28, 2002 7:14 PM
To:	rule-comments@sec.gov
Subject:	S7-39-02 
The Securities and Exchange Commission
Office of Investor Education and Assistance
450 Fifth Street, NW
Washington D.C. 20549 


The Commission should consider extending the "improper influence" provisions 
to internal auditors, as well as, the external auditors.  As the commission 
estimated in 2000, almost 1.7 times more is spent by firms on internal audit 
than the external audit.  Extending these provisions to include internal audit 
would provide additional help to these professionals who are more actively 
involved in the review and testing of financial accounting controls and 
financial reporting. This influence occurred at WorldCom where Scott Sullivan 
tried to move the review of "capital/expense accounting practices" to a later 
quarter.  It happened at Tyco where Dennis Kozlowski did not provide internal 
audit with direct access to the Audit Committee of the Board of Directors.  And 
I am sure the Commission has seen many other examples where internal auditors 
were subjected to "improper influence."  


From S7-39-02

"As directed by Section 303(a) of the Sarbanes-Oxley Act of 2002, we are 
proposing rules to prohibit officers and directors of an issuer, and persons 
acting under the direction of an officer or director, from taking any action 
to fraudulently influence, coerce, manipulate or mislead the auditor of the 
issuer's financial statements for the purpose of rendering the financial 
statements materially misleading." 

From S7-13-00

"We base our cost estimates on the total audit, accounting and tax revenues for 
fiscal 1999 for the Big Five public accounting firms. This estimate is $14.9 billion. 
From this $14.9 billion, we estimate the total costs of the internal audit for 
Big Five audit clients based on the relationship between internal audit budgets 
and external audit fees for firms responding to the Manufacturers Alliance survey. 
On average, firms in this sample spent 1.7 times as much on the internal audit as 
they did on the external audit."

Sincerely,


Michael J. Corcoran
Chief Executive Officer
HarborView Partners LLC
3 Stamford Landing, Suite 330
46 Southfield Avenue
Stamford, CT 06902
203-357-0443
mcorcoran@harborviewpartners.com