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 : June 10, 2003


On May 28, 2003, members of the Division of Corporation Finance participated in a conference call with Les Greenberg of the Committee of Concerned Shareholders and James McRitchie, Editor of CorpGov.Net 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 and Lillian Cummins, Special Counsel, Office of Mergers and Acquisitions.