New York State Bar Association
One Elk Street
Albany, NY 12207

Business Law Section
Committee on Securities Regulation

June 24, 2002

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
E-mail address:<
Attention: Jonathan G. Katz, Secretary

Re: File No. S7-09-02
Form 8-K Disclosure of Certain Management
Transactions, Release Nos. 33-8090; 34-45742

Ladies and Gentlemen:

The Securities Regulation Committee of the Business Law Section of the New York State Bar Association appreciates the invitation in Release 33-8090 (the "Release") to comment on the subject of a revised Item to be included in Form 8-K dealing principally with transactions by insiders in issuers' shares.

The Committee on Securities Regulation (the "Committee") is composed of members of the New York Bar, a principal part of whose practice is in securities regulation. The Committee includes lawyers in private practice and in corporation law departments. A draft of this letter was circulated for comment among members of the committee, and the views expressed in this letter are generally consistent with those of the majority of members who reviewed and commented on the letter in draft form. The views set forth in this letter, however, are those of the Committee and do not necessarily reflect the views of the organizations with which its members are associated, the New York State Bar Association, or its Business Law Section.

A. Addition of New Form 8-K Item

Generally speaking, the Committee opposes the proposed amendments for Form 8-K disclosure for the following reasons:

B. Outside Directors Should be Excluded

C. Application to Exchange Act Rule 10b5-1 Arrangements

D. Single Filing Deadline

E. Existing Company Loans

We hope the Commission finds these comments helpful. We would be happy to meet with the Staff to discuss these comments further.

Respectfully submitted,


By Gerald S. Backman


Drafting Committee:
Joseph D. Hansen, Chair
Margaret A. Bancroft
Michael J. Holliday
Richard R. Howe

Copy to:
The Honorable Harvey L. Pitt, Chairman
The Honorable Isaac C. Hunt, Jr., Commissioner
The Honorable Cynthia A. Glassman, Commissioner
Alan L. Beller, Esq., Director of Division of Corporation Finance