To : Commission File No. S7-02-03
From : Jeffrey J. Minton
Special Counsel
Office of Rulemaking
Division of Corporation Finance
U.S. Securities and Exchange Commission
Re : Standards Relating to Listed Company Audit Committees
Release Nos. 33-8173; 34-47137
Date : March 31, 2003

On March 28, 2003, members of the Division of Corporation Finance and the Office of International Affairs met with representatives from the Brazilian Institute of Corporate Governance and International Finance Corporation to discuss their comment letter on the proposals.