Subject: File No. S7-08-05
From: Sean E. Dempsey
Affiliation: In-House Counsel

November 1, 2005

As in-house counsel for a corporation, my personal view is that the deadline of 75 days after fiscal year end for filing annual reports on Form 10-K is fully acceptable for even the largest accelerated filers. The combination of an issuers press release and the expanded requirements of Form 8-K obviate the need for a shorter filing deadline. The alternative 60-day filing period for calendar-year companies runs right up against the Presidents Week vacation period for many schools, which negatively affects practitioners who would like to spend this important time with their families.

Thank you for your consideration of the foregoing.