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 19, 2003, members of the Division of Corporation Finance participated in a conference call with Ted White, Director of Corporate Governance at CalPERS, 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: 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.