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 2, 2003

On May 1, 2003, members of the Division of Corporation Finance, (Martin P. Dunn, Deputy Director, Elizabeth Murphy, Chief, Office of Rulemaking, Lillian Cummins, Special Counsel, Office of Mergers and Acquisitions and Grace Lee, Special Counsel, Office of Chief Counsel), participated in a conference call with ADP regarding ADP's processing and timing concerns related to any system adjustments that would be necessary should the Commission adopt changes to the proxy rules.