S7-14-04From: Aileen Gronewold [aileen.gronewold@leggett.com]
Sent: Friday, April 02, 2004 4:04 PM
To: rule-comment@sec.gov
Subject: S7-14-04

If I understand Footnote 14 of the release correctly, when this rule becomes
effective, all current electronic filers will have to create a passphrase for
each CIK for which they submit filings.  I have a question regarding how the new
passphrase requirement will affect companies who file on behalf of directors who
serve on multiple boards.  Is the following scenario accurate?

a.. Immediately after the rule becomes effective, Company A logs on to submit a
filing for a director.  Company A gets a screen prompt that says a passphrase
must be created for this CIK.  Company A creates the passphrase.  The following
week, Company B logs on to make a filing for the same director.  Because a
passphrase has already been entered for this CIK, Company B receives no screen
prompt and makes the filing as before.  Unless Company A provides the passphrase
to Company B, only Company A will be able to modify the CCC, password and PMAC
codes going forward.  (Company A, who requests the passphrase under its power of
attorney, may or may not notify the director of the passphrase.)  

Under the current Form ID  process, Company B could at any time file a Form ID
to amend previously issued codes.  Unless Company B communicated the new codes
to Company A (either directly or through the director), Company A would not know
its filing codes had been invalidated until it tried to submit a filing.  Does
the new passphrase requirement attempt to address this problem?  

If the scenario above is not accurate, please clarify how the process will work.
Thank you. 
        
Aileen Gronewold