From: JCorrigan@apslaw.com
Sent: Tuesday, December 17, 2002 9:53 AM
To: rule-comments@sec.gov
Subject: File no.33-8150

Gentlemen:

The definition of "attorney" in 205.2(c) should be revised to exclude
persons who, while admitted to practice law, are not functioning or acting
as attorneys even when they may be reviewing filings and reports that are
filed with the SEC.

There are numerous executives, including CEO's, COO's and CFO's, who have
been admitted to practice and may have formerly actually practiced law, but
who have gone on to hold purely executive positions with issuers. It would
be inappropriate to impose the rules under Part 205 to these individuals,
when they are not acting in the capacities  which the rules are intended to
address, ie as an attorney or lawyer for the issuer.

There are other rules and procedures which apply to executives. The proper
functioning of those rules might be undercut by the confusion imposed by any
dual application of proposed Part 205. Moreover, little good would be
accomplished by applying proposed Part 205 to executive officers merely
because of an idiosyncrasy in the executives' past education and
professional employment, provided that the executive is not currently
functioning in the capacity of attorney.

Respectfully submitted,

John F. Corrigan
Adler Pollock & Sheehan P.C. 
2300 Financial Plaza 
Providence, Rhode Island  02903 
(401) 274-7200 (T) 
(401) 751-0604 (F) 
jcorrigan@apslaw.com 
Visit our website at: www.apslaw.com

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