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 12, 2003

On May 9, 2003, members of the Division of Corporation Finance met with members of the Business Roundtable 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 attendees: Alan L. Beller, Director, 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.

Business Roundtable attendees: Margaret M. Foran, Pfizer, Amy Goodman, Gibson, Dunn & Crutcher, Monica Medina, Fannie Mae, Neila Radin, J.P. Morgan Chase, Scott Lesmes, Fannie Mae, and Patricia Hanahan Engman, Executive Director, BRT.