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In response to recent calls to explore the rivalry between commercialism and professionalism in the state/profession relationship, our purpose in this paper is to examine the changing basis of legitimation discourse applied in the U.S. in the establishment of its ethical standards. We analysis the changing nature of professionalism through an analysis of the adoption of professional Codes of Conduct as symbolic systems in the dynamic interaction between professions and the state by comparing the U.S. approach to audit independence with the U.K. approach that has become internationally accepted. Our emphasis is upon fluidity of the state/profession relationship in relation to contextual factors, the importance of the state/profession relationship to both parties, and the ability of either party to bring to bear significant power in representing their interests so that the negotiated results can result in an effective working relationship.