From: Quinlivan, Stephen [stephen.quinlivan@leonard.com]
Sent: Thursday, May 23, 2002 2:35 PM
To: SEC Comments (E-mail)
Subject: S7-09-02

To: 	Jonathan G. Katz
	Secretary
	U.S. Securities and Exchange Commission
	450 Fifth Street NW
	Washington DC 20549-0609

Date: May 23, 2002

Re:  Comments on Proposed Rule - Form 8-K Disclosure of Certain
Management Transactions
        File No: S7-09-02

My name is Steve Quinlivan and I am a practicing securities lawyer, and
the views expressed herein are my own and not those of any firm or
client.  In general, I support the proposed rule.  Investors need timely
information about the events which the rule addresses.

Specifically:

--I suggest you consider expanding the rule to include more timely
notification of changes in employment terms of executive officers and
adoption of golden parachute arrangements. Investors should not have to
wait until the next 10-K, 10-Q or proxy statement to learn this
information.

--Required disclosures of 10b5-1 plans become practically meaningless if
pricing information is not included.  Disclosure of a 10b5-1 sales plans
conveys completely different information if the instructions are to sell
at $20/share, when the price is currently at $10, than when the share
price is at $19.

--My experience is officers and directors do not have any expectation of
privacy with respect to their 10b5-1 plans.  Many already disclose the
existence of plans on Form 144 filings and  Section 16 filings.

--The two day reporting requirement is likely a little strict, for the
reasons set forth in the comment letter of Eric Benhamou.

--I do not believe it is cost beneficial to expand the proposed rules to
ten percent beneficial owners transactions.  Without more, such owners
usually do not have a fiduciary duty to stockholders.  I also believe
however the current reporting mechanism with respect to Schedule 13D et
seq. provides adequate information.  It would also be difficult for
issuers to institute procedures to provide the reports in a timely
fashion.

--Investors have a sufficient interest in timely reporting of
transactions by directors who are not executive officers.  There is no
principled reason to treat directors differently.

--I cannot identify any policy reason to give the issuer discretion as
to whether the information should be considered "filed" or not.  What is
material is material, and statutory liabilities should attach.  Issuers
currently are required to make disclosures about holdings by officers
and directors in SEC reports, and significant problems have not been
identified.

--A delinquency in reporting should not affect S-3 status, so long any
delinquency noted is timely corrected when discovered.  A reporting
problem caused by an officer or director should not affect an issuer's
access to capital and impair the interests of all shareholders.


Very truly yours,


Steve Quinlivan