August 14, 2002

Mr. Jonathan G. Katz
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549-0609

Re: File No. S7-31-02

Dear Mr. Katz:

This letter is submitted in response to the Commission's request for comments concerning rules to be adopted to implement the two-business-day reporting requirement for insider transactions under Section 16(a) of the Securities Exchange Act of 1934, as amended by Section 403(a) of the Sarbanes-Oxley Act of 2002.1 Mellon Financial Corporation supports accelerated disclosure of transactions by insiders of public companies. As evidence of this, on June 13, 2002 Mellon implemented voluntary weekly Form 8-K reporting of transactions by its executive officers and directors.

However, in implementing two-business-day reporting, we urge the Commission to retain the exemptions from reporting currently provided by Rules 16a-11 and 16a-3(f)(1)(i)(B) for dividend reinvestment plan acquisitions and for transactions other than discretionary transactions under qualified, excess benefit and stock purchase plans, as defined in Rule 16b-3. In 1996, these exemptions were adopted "with nearly unanimous support among the commenters" because these transactions "generally do not provide investors with meaningful information."2 This has not changed. On the other hand, obtaining the information necessary to report these transactions within two business days of execution would be extremely difficult.3 We also urge the Commission, in revising the instructions to Form 4, to make clear that in reporting aggregate beneficial ownership, insiders may continue to reflect their beneficial ownership under these plans based on the most recent information furnished to them as of the date of the report.4

Very truly yours,

/s/ Carl Krasik

cc: Martin G. McGuinn
Steven G. Elliott
Michael E. Bleier
Ann M. Sawchuck
Richard M. Pearlman

1 Release No. 34-46313 (August 6, 2002).
2 Release No. 37260, 61 Fed. Reg. 30376, 30385 (May 31, 1996).
3 The statements provided under many such plans, including Mellon's Retirement Savings Plan, a qualified plan, report acquisitions in the aggregate on a quarterly basis and do not provide separate date, price or quantity information on each individual acquisition transaction.
4 Although this practice is permissible under the Commission's releases (e.g., Release No. 37260, supra, 61 Fed. Reg. at 30384 n. 104), it is not currently reflected in the Commission's Section 16 rules or in the instructions to Forms 3, 4 or 5.