May 21, 2002

Jonathan G. Katz
Securities & Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549-0609

Re: File No. S7-08-02 and S7-09-02

Dear Mr. Katz:

We are respectfully submitting our comments on Release No. 33-3089, Acceleration of Periodic Report Filing Dates and Disclosure Concerning Website Access to Reports, and Release No. 33-8090, Form 8-K Disclosure of Certain Management Transactions.

Acceleration of Periodic Report Filing Dates and Disclosure Concerning Website Access to Reports

We understand that under the proposed rule certain domestic companies ("accelerated filers") would file annual reports on Form 10-K within 60 calendar days after fiscal year end instead of the current 90 days, and would file quarterly reports on Form 10-Q within 30 calendar days after quarter end, instead of the current 45 days. As an issuer with active manufacturing or business unit facilities in 12 countries, we recognize that the filing dates have remained unchanged for many years and our global means of communication and financial reporting have changed dramatically during those years. However, at the same time communication methods and reporting systems have become more efficient, the process which diligent filers go through prior to making such a filing has expanded considerably. Additional and more complex reporting requirements have somewhat offset the benefits of technological advances. At Technitrol, we have a process whereby our quarterly financial reports are prepared, discussed and dissected internally; they are reviewed by our external auditors; the external auditors meet with management and the Audit Committee regarding the results of the quarter; a draft of the Form 10-Q filing is prepared and distributed internally; there is considerable review and discussion regarding the draft leading to a revised draft which is then presented to the auditors and the Audit Committee; the auditors review the draft and circulate it within their firm to other reviewing parties; the Audit Committee reviews and discusses the report; comments are returned to management, compiled and a revised draft is assembled and redistributed, ultimately culminating in the final report which is then filed with the Commission. Considerable time is required by all parties involved in the process in order to assure meaningful substantive participation. As a result, the elimination of one-third of the current available time, as suggested under the proposed rule could - and undoubtedly sooner or later will - result in hurried efforts, less review, and less thorough reporting.

As an alternative to the proposed rule, we suggest a less aggressive acceleration, such as Form 10-Q in 40 days and Form 10-K in 75 days, for at least one full filing year. Depending on the results, further acceleration to 30 days and 60 days for the 10-Q and 10-K respectively could be phased in at a later date. Although we believe that we could file Form 10-Q and Form 10-K per the proposal's suggested timeframe, we wonder whether it is in the investing public's interest to receive information a few days earlier at the possible - and in some cases probable - sacrifice of adequate review in order to ensure full and fair disclosure and a substantive, orderly review process.

Other points of consideration in response to certain questions for comment included in the release are as follows:

Form 8-K Disclosure of Certain Management Transactions

We would also like to take this opportunity to comment on the proposal to require domestic companies to report on Form 8-K under new Item 10 information about transactions by executive officers and directors. We support the additional disclosures required by the proposed rules. We would prefer, however, that such activity be reported on a form under Section 16. Section 16 generally covers insider reporting requirements and we believe that the forms and timing of such filings should be addressed in the context of the existing reporting requirements under Section 16. Historically, Form 8-K has been used to report other corporate events and it may be confusing to include the proposed activity on Form 8-K.

Thank you for the opportunity to comment on the proposed rules and to allow issuer feedback to be considered prior to finalizing the rules.



/s/Drew A. Moyer

Drew A. Moyer
Vice President - Corporate Controller and Secretary
Chief Accounting Officer