December 20, 2002

Re:  File No. S7-45-02 - Implementation of Standards of Professional Conduct
for Attorneys (the "Proposed Rule")

Mr. Jonathan G. Katz
U.S. Securities and Exchange Commission
450 Fifth Street, NW
Washington D.C. 20549

Dear Mr. Katz:

We are writing to raise an issue that affects U.S. lawyers practicing U.S. law in Japan. We believe that this issue also affects U.S. lawyers residing and practicing U.S. law in a number of other foreign jurisdictions, including the European Union, where U.S. lawyers are required by local law to register with the local courts or bar associations and to become subject to their disciplinary rules as a condition of providing U.S. legal advice locally. Each of the undersigned is a partner of a New York law firm residing and practicing U.S. law as a foreign lawyer (gaikokuho jimu bengoshi) in Japan. All of us practice only U.S. law and all of us practice and appear before the Securities and Exchange Commission (the "Commission") within the meaning of the Proposed Rule.

Comment letters on the Proposed Rule submitted to the Commission by the Japanese Federation of Bar Associations dated December 14, 2002 and the Japanese law firm Nagashima Ohno & Tsunematsu dated December 18, 2002 state that the noisy withdrawal requirements set forth in the Proposed Rule would be in conflict with professional obligations applicable to lawyers practicing Japanese law. We wish to bring to the attention of the Commission the fact that each of us is subject, under Japan's Special Treatment Law Concerning Foreign Lawyers, to the same duty of confidentiality under the Practicing Lawyers Law of Japan as applies to lawyers practicing Japanese law. Thus, we would be subject to conflicting obligations if we were required to comply with the noisy withdrawal provisions of the Proposed Rule, on the one hand, and also prohibited from compliance with those noisy withdrawal provisions under Japanese professional obligations that apply to us as foreign lawyers in Japan, on the other hand. The fact that we would be required to comply with the noisy withdrawal provisions under the Proposed Rule would not constitute a defense in respect of our Japanese professional obligations, and the Commission would not have the authority to preempt our Japanese professional obligations.

We share the views expressed in the letter that was submitted on December 18, 2002 by 77 law firms to express concerns about certain aspects of the Proposed Rule and we urge the Commission to eliminate the noisy withdrawal requirement from the final rule or, at the very least, to carefully consider the issue raised in this letter so that any noisy withdrawal requirement can adequately take account of the various situations of conflicting obligations.

If you have any questions, please contact Theodore A. Paradise at 011-81-3-5561-4430, John D. Young, Jr. at 011-81-3-3213-6148 or David A. Sneider at 011-81-5562-8661.

Very truly yours,

Eugene C. Gregor
Theodore A. Paradise
Davis Polk & Wardwell

David A. Sneider
Simpson Thacher & Bartlett

John D. Young, Jr.
Sullivan & Cromwell