November 3, 1999

Jonathan G. Katz
Secretary
U.S. Securities and Exchange Commission
450 Fifth Street, N.W. Stop 6-9
Washington, DC 20549

E-Mail address: rule-comments@sec.gov

 

Re: Proposed Rule Change by the New York Stock Exchange, Inc. Amending Audit Committee Requirements of Listed Companies ("NYSE Proposal")
Release No. 34-41980
(October 6, 1999)
File No. SR-NYSE-99-39

Proposed Rule Change by the American Stock Exchange LLC Amending the Exchange's Audit Committee Requirements ("Amex Proposal")
Release No. 34-41981>
(October 6, 1999)
File No. SR-Amex-99-38

 

Proposed Rule Change by National Association of Securities Dealers, Inc. Amending Nasdaq's Audit Committee Requirements ("NASD Proposal")
Release No. 34-41982
(October 6. 1999)
File No. SR-NASD-99-48

Ladies and Gentlemen:

This will advise you that the Securities Law Committee of the American Society of Corporate Secretaries (the "Society") plans to provide comments to the Securities and Exchange Commission shortly on the proposed rules in the NYSE Proposal, Amex Proposal and NASD Proposal. The Society's membership, now in excess of 4,000 members, represents over 1900 public companies, virtually all of whom are listed on the New York Stock Exchange, the American Stock Exchange, or quoted in NASDAQ, and would be affected by the Proposals. Because of the size of our Committee and the short comment period, we need an additional period of time beyond November 3 to prepare our comments.

In light of the significance of the NYSE, Amex and NASD Proposals to listed and quoted companies, there should be ample opportunity for thorough analysis, review and comment by interested parties before the proposed rules are adopted. We believe that many parties were not aware of the Proposals until the later announcement of the Commission's proposals. As a result, and in light of the short comment period on the Proposals, we believe an extension of the comment period for the Proposals would be in the public interest.

We note the comment period for the Commission's companion proposals runs until November 29, 1999, and for the AICPA's proposals until November 30, 1999.

Accordingly, we respectfully suggest that the comment period for the NYSE, Amex and NASD proposals be extended to November 29, 1999.

Sincerely,

/s/ MARGARET M. FORAN


____________________________________

Margaret M. Foran
Chair
Securities Law Committee
/s/ MICHAEL J. HOLLIDAY

_____________________________________
Michael J. Holliday
Co-Chair
Corporate Audit Committee Task Force

/s/ KATHLEEN A. WEIGAND

______________________________________
Kathleen A. Weigand
Co-Chair
Corporate Audit Committee Task Force

Copy to: New York Stock Exchange, Inc.
American Stock Exchange LLC
National Association of Securities Dealers, Inc.
The Nasdaq Stock Market, Inc.