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 : February 12, 2003


On February 11, 2003, members of the Division of Corporation Finance and Office of International Affairs met with representatives from Shell International Limited. Matters discussed included application of the Commission's proposals where two separate listed issuers collectively operate a group of companies. An agenda supplied by the representatives is attached.

Attachment (Hard Copy Only)