OFFICE OF ADVOCACY 
U.S. SMALL BUSINESS ADMINISTRATION 
WASHINGTON, DC 20416 



March 11, 2005 

Via Facsimile and Electronic Mail 

The Honorable William H. Donaldson 
Chairman 

U.S. Securities and Exchange Commission 
450 Fifth Street, N.W. 
Room 6000 
Washington, DC 20549 
Re: Final Rule; Extension of Compliance Dates, Management’s Report on Internal 
Control Over Financial Reporting and Certification of Disclosure in Exchange Act 
Periodic Reports of Non-Accelerated Filers and Foreign Private Issuers (70 Fed. Reg. 
11,528, March 8, 2005). 

Dear Chairman Donaldson: 

We are writing to comment on the U.S. Securities and Exchange Commission’s (SEC) 
recent notice1 extending the compliance dates for its rule implementing Section 404 of 
the Sarbanes Oxley Act of 2002.2 The notice extended the first compliance cycle for 
Section 404’s certification requirements for non-accelerated filers from the first fiscal 
year ending on or after July 15, 2005 to the first fiscal year ending on or after July 15, 
2006.3 The Office of Advocacy4 would like to take this opportunity to thank the SEC for 
allowing additional time for small businesses to determine how to comply with the 
Section 404 rule and for establishing the SEC Advisory Committee on Smaller Public 
Companies to consider the effects of the Sarbanes Oxley Act rules on small business and 
entrepreneurship. 

1 Final Rule; Extension of Compliance Dates, Management’s Report on Internal Control Over 
Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports of Non-Accelerated 
Filers and Foreign Private Issuers, 70 Fed. Reg. 11528 (2005). 
2 Final Rule, Management’s Report on Internal Control Over Financial Reporting and Certification 
of Disclosure in Exchange Act Periodic Reports of Non-Accelerated Filers and Foreign Private Issuers, 68 
Fed. Reg. 36636 (2003). 
3 70 Fed. Reg. at 11528. 
4 Advocacy was established pursuant to Pub. L. 94-305 to represent the views of small business 
before Federal agencies and Congress. Advocacy is an independent office within the U.S. Small Business 
Administration (SBA), so the views expressed by Advocacy do not necessarily reflect the views of the SBA 
or the Administration. Section 612 of the Regulatory Flexibility Act also requires Advocacy to monitor 
agency compliance with the RFA, as amended by the Small Business Regulatory Enforcement Fairness 
Act. Pub. L. No. 96-354, 94 Stat. 1164 (1981) (codified at 5 U.S.C. §§ 601-612) amended by Subtitle II of 
the Contract with America Advancement Act, Pub. L. No. 104-121, 110 Stat.857 (1996). 5 U.S.C. § 612(a). 


The Office of Advocacy applauds the extensive efforts you have taken to set up the SEC 
Advisory Committee on Smaller Public Companies. The Office of Advocacy believes 
that the advisory committee will ensure that small business concerns are considered in the 
SEC’s rulemaking process. In particular, the Office of Advocacy appreciates the efforts 
of Alan Beller, the Director of the Division of Corporation Finance, Gerald LaPorte, the 
Chief of the SEC’s Office of Small Business Policy, and Don Nicolaisen, the SEC’s 
Chief Accountant, for ensuring that smaller public companies have a chance to contribute 
to the rulemaking process. 

The Office of Advocacy looks forward to working closely with the SEC and its Advisory 
Committee on Smaller Public Companies. Please do not hesitate to contact Michael See 
for additional information on my office or our involvement on SEC regulatory issues at 

(202) 619-0312 or Michael.See@sba.gov. 
Sincerely,

 /s

 Thomas M. Sullivan 
Chief Counsel for Advocacy 

 /s

 Michael R. See 
Assistant Chief Counsel 

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