New York State Bar Association
Corporate Counsel Section

December 18, 2002

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

E-mail address:

Attention: Jonathan G. Katz, Secretary

Re: File No. S7-45-02
Implementation of Standards of Professional Conduct for Attorneys
Release No. 33-8150

Ladies and Gentlemen:

The Corporate Counsel Section of the New York State Bar Association appreciates the Commission's invitation in Release No. 33-8150 (the "Release") to comment on proposed rules (the "Proposed Rules") to implement § 307 of the Sarbanes-Oxley Act of 2002 (the "Act").

The Corporate Counsel Section is composed of members of the New York Bar who are employed as full-time in-house counsel to a business organization, including not for profit organizations. An important part of the practice of many of its members who are employed by public companies is in securities regulation.

Upon reviewing the detailed comment letter addressed to the Commission by our sister section, the Business Law Section of the New York State Bar Association, whose members include in-house counsel as well as attorneys in private practice, the Executive Committee of the Corporate Counsel Section has determined to endorse and join in the analysis and recommendations contained in the Business Law Section's comments to the Commission as generally representing the interests and concerns of members of the Corporate Counsel Section as well.


Thomas A. Reed