From: GONZALEZ, ELVA R (SBC-MSI) [eg4744@sbc.com]
Sent: Friday, February 08, 2002 9:54 AM
To: 'rule-comments@sec.gov'
Subject: Release No. 34-45263: File No. SR-NYSE-2001-53


SBC Communications Inc. would like make the following comments regarding the
proposed rules changes to the proxy reimbursement guidelines:

	We think that the proposed fee changes is a good first step.  As a
large issuer, our annual proxy costs are quite large.
	While the guidelines seek to decrease the basic mailing fees paid by
large issuers by 10 cents it seems that 5 cents of 	those 10 cents will
be added to each set of material mailed as part of the nominee fee.  So
therefore, the basic mailing 	fee will actually only been reduced by 5
cents (from 50 cents to 45 cents).    We request that you consider
eliminating 	the additional 5 cents being charge per set of nominee
mailing. 

	In general, SBC feels that fees paid to member organizations such as
ADP,  should not be greater than those paid to a  	party who handles
the registered side of the file.  

Thank you.

Elva Gonzalez -Corporate Manager - Shareowner Services
tel - 210-351-2052   
e-mail - egonzal@corp.sbc.com