From: "Moré, Kathy" [kmore@pbsj.com]
Sent: Tuesday, February 06, 2001 2:34 PM
To: 'rule-comments@sec.gov'
Subject: file # S7-04-01

Although I agree with the proposed rule to disclose specific equity
compensation plan amounts, it is my opinion that a materiality level should
be taken into account at some level of the disclosure.  For example,
structuring the rule to not require the disclosure of the number of shares
issued pursuant to equity awards during the last fiscal year if that number
is less than 5% of the total number of shares issued during that same fiscal
year.