MEMORANDUM

TO:	File No. S7-12-03
FROM:	Mandy Sturmfelz
DATE:	October 20, 2003
RE:	Concept Release No. 33-8236: Rating Agencies and the Use of Credit Ratings under the Federal Securities Laws

On September 11, 2003, Robert L.D. Colby, Michael A. Macchiaroli, Thomas K. McGowan, Mark M. Attar, and Mandy Sturmfelz of the SEC's Division of Market Regulation met with John Rutherfurd, Jr., President and CEO of Moody's Corporation, and Raymond W. McDaniel, President of Moody's Investors Service Inc. ("Moody's"), to discuss Moody's comment letter on the above-referenced concept release. David B.H. Martin and Lanny A. Breuer of Covington & Burling, counsel to Moody's, also attended the meeting.