August 21, 2002

U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D. C. 20549-0609

Attention: Jonathan G. Katz, Secretary

Re: File No. S7-31-02

Ladies and Gentlemen:

This letter is submitted in response to the Commission's request for comments in Release No. 34-46313, dated August 6, 2002 (the "Section 16 Release"), proposing significant revisions to the rules and forms adopted under Section 16(a) of the Securities Exchange Act of 1934 ("Exchange Act").

Section 16(a) of the Exchange Act, as amended by Section 403 of the Sarbanes-Oxley Act, will require insiders subject to that provision to report all changes in beneficial ownership by the end of the second business day following "the day on which the subject transaction has been executed," except where the Commission provides for deferred reporting through its exemptive authority. In addition, Section 403 of the Sarbanes-Oxley Act amends Section 16(a) to provide that, beginning no later than July 30, 2003, all Section 16(a) reports shall be filed electronically, and are to be posted by the Commission and by the insider's company (if it has a corporate website) on their respective websites by the end of the next business day following the filing of the report.

In the Section 16 Release, the Commission indicated that it intends to amend its rules and forms relating to Section 16(a) in three areas:

Given the significantly reduced filing deadlines and the revised manner in which Section 16 reports must be filed, we believe the Commission should adopt rules under which:

Such rules would greatly enhance the ability of issuers and insiders to comply with the new law and rules without compromising the quality and timeliness of information available to the public.

We appreciate the opportunity to submit these comments. While they relate to technical aspects of the EDGAR filing system, we hope the Commission will seriously consider them as an essential aspect of implementing the mandate of the Sarbanes-Oxley Act's goal of providing information to investors in an electronic format and on a timely basis.

Respectfully submitted,


Brian W. Copple
General Counsel