From: Lillian Brown []
Sent: December 22, 2003
Subject: File No. S7-19-03

To: Commission File No. S7-19-03

From: Lillian Brown
          Special Counsel
          Office of Mergers and Acquisitions
          Division of Corporation Finance
          U.S. Securities and Exchange Commission

Re: Security Holder Director Nominations
      Releases Nos. 34-48626; IC-26206

Date: December 22, 2003

On December 2, 2003, members of the Division of Corporation Finance met with Ted White, CalPERS, Andrew Silton, North Carolina State Treasurer's Office, Julie Gresham, New York State Comptroller's Office, Maureen Madden, New York State Comptroller's Office, and Thomas Marks, New York State Comptroller's Office, in connection with the Commission's proposed rules relating to security holder director nominations.

Division of Corporation Finance participants: Alan L. Beller, Director, Martin P. Dunn, Deputy Director, Lillian Brown, Special Counsel, Office of Mergers and Acquisitions, Andrew Brady, Special Counsel, Office of Chief Counsel.