MEMORANDUM

To : Commission File No. S7-10-03
From : Lillian Cummins
Special Counsel
Office of Mergers and Acquisitions
Division of Corporation Finance
U.S. Securities and Exchange Commission
Re:Solicitation of Public Views Regarding Possible Changes to the Proxy Rules
Release No. 34-47778
Date : May 20, 2003


On May 20, 2003, members of the Division of Corporation Finance met with representatives from the ABA's Taskforce on Shareholder Proposals in connection with the Commission's directive that the Division review and formulate possible changes in the proxy rules and regulations and their interpretations regarding procedures for the election of corporate directors.

Division of Corporation Finance participants: Alan L. Beller, Director, Martin P. Dunn, Deputy Director, Paula Dubberly, Associate Director (Legal), Lillian Cummins, Special Counsel, Office of Mergers and Acquisitions and Grace Lee, Special Counsel, Office of Chief Counsel.

ABA participants: Charles Nathan, Richard Gutman, Eric Roiter and Todd Lang.