To : Commission File No. S7-10-03
From : Lillian Cummins
Special Counsel
Office of Mergers and Acquisitions
Division of Corporation Finance
U.S. Securities and Exchange Commission
Re:Solicitation of Public Views Regarding Possible Changes to the Proxy Rules
Release No. 34-47778
Date : May 12, 2003

On May 9, 2003, members of the Division of Corporation Finance met with members of the ASCS in connection with the Commission's directive that the Division review and formulate possible changes in the proxy rules and regulations and their interpretations regarding procedures for the election of corporate directors.

Division of Corporation Finance attendees: Alan L. Beller, Director, Martin P. Dunn, Deputy Director, Mauri L. Osheroff, Associate Director (Regulatory Policy), Elizabeth Murphy, Chief, Office of Rulemaking, Lillian Cummins, Special Counsel, Office of Mergers and Acquisitions and Grace Lee, Special Counsel, Office of Chief Counsel.

ASCS attendees: Susan Wolf, Schering-Plough, Kathy Gibson, Prudential Financial, Amy Goodman, Gibson, Dunn & Crutcher, Neila B. Radin, J.P. Morgan Chase, Carol Hayes, Coca-Cola, Margaret M. Foran, Pfizer, Lydia I. Beebe, Chevron Texaco, Broc Romanek, Executive Press, Pauline Candaux and Carol Ward, CIGNA, Bill Mostyn, Gillette, and Karl Baqnickol, Solutia/NC.