New York State Bar Association

December 18, 2002

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
E-mail address:
Attn: Jonathan G. Katz, Secretary

Re: File No. S7-45-02
Implementation of Standards of Professional Conduct for Attorneys

Dear Mr. Katz:

As President of the New York State Bar Association, I am pleased to enclose the attached comments with respect to the proposed rules to implement Sec. 307 of the Sarbanes-Oxley Act of 2002. While the attached document is titled as a submission by our Business Law Section, it was prepared in consultation with our Commercial and Federal Litigation Section, which fully supports the annexed report. In addition, this report also has the endorsement of our Corporate Counsel Section. With a combined membership exceeding 7700, these three sections of the Association are our groups most directly interested in the proposed rules and their potential impact on practitioners. I should also note that the limited time frame in which to comment precluded the New York State Bar Association as a whole from taking a formal position on the proposed rules. Thus, the attached views should not be construed as the official policy of the Association but, rather, as the views of the three sections I have just identified.

I trust you will find the comments helpful in your further consideration and refinement of the proposed rules. If our sections or the Association can be of further assistance, please feel free to contact me.

Respectfully submitted,

Lorraine Power Tharp