Unocal Corporation
376 South Valencia Avenue
Brea, California 92823
Telephone (714) 577-1223

Richard J. Stegemeier
Chaimman Emeritus

September 1, 2000

Mr. Jonathan G Katz, Secretary
Security and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549

RE: Comment File No. S7-13-00
Dear Mr. Katz:

On August 25, 200O, I submitted my request to testify at the Commission's public hearing on September 13, 2000 in New York. I have served as a board member of ten Fortune 500 companies over the past 20 years. I am currently the Chairman Emeritus of the Board of Directors of Unocal Corporation and formerly served as Unocal's Chairman, Chief Executive Officer, President and Chief Operating Offficer. Additionally, I currently serve on the Boards of Directors for Foundation Health Systems, Inc., Sempra Energy, Montgomery Watson, Inc and Northrop Grumman Corporation. Thus, my observations and comments will focus on the implications of the proposed rules from the perspective of an executive, an experienced board member, audit committee member and chairman.

I am concerned that certain of the SEC's proposed rules seriously interfere with the fiduciary duties and oversight rcsponsibilities that directors take very seriously. I believe the proposed rules could have adverse effects on the quality and effectiveness of audit committees in the future. Further, I believe that there are safeguards in place at the companies I have been associated with and within our audit firms and that they have been, and continue to be, effective. I anticipate addressing these concerns further in my testimony. I would appreciate the opportunity to articulate my experiences and my views before the Commission.

I have scheduled a mid-afternoon flight from La Guardia Airport and would appreciate a morning time to give my testimony.

Very truly yours,

R. J. Segemier

By Federal Express