Comments on Proposed Rule:
Disclosure in Management's Discussion and Analysis About Off-Balance Sheet Arrangements, Contractual Obligations and Contingent Liabilities and Commitments

Release Nos. 33-8144; 34-46767; International Series Release No. 1264, File No. S7-42-02

Comments of Jane Adams, Chair, Financial Accounting Policy Committee; Rebecca McEnally, Ph.D., CFA, Vice-President, Advocacy, Association for Investment Management and Research, December 31, 2002 (File name: jadams1.htm)

Comments of Stanley Keller, Chair-Committee on Federal Regulation of Securities, Business Law Section, American Bar Association, December 31, 2002 (File name: skeller1.htm)

Comments of Frank H. Brod, Chair, Committee on Corporate Reporting, and David H. Sidwell, Chair, SEC Subcommittee, Committee on Corporate Reporting, Financial Executives International, December 20, 2002 (File name: fhbrod1.htm)

Comments of Ernest E. Badway, Co-Chair; Suzanne E. Auletta, Co-Chair; Matthew Levine, Vice-Chair; Audra Acquavella; Robert Evans; Ronit V. Fischer; Helen Mangano; Lance Myers; Marc Powers, Committee on Securities and Exchanges, New York County Lawyers' Association, December 18, 2002 (File name: eebadway1.htm)

Comments of Karen Doggett and Broc Romanek, Co-Chair, Subcommittee on Off-Balance Sheet Arrangements, American Society of Corporate Secretaries, December 18, 2002 (File name: kdaggett1.htm)

Comments of Gerald S. Backman, Chairman, Committee on Securities Regulation, Business Law Section, New York State Bar Association, December 13, 2002 (File name: gsbackman1.htm)

Comments of Reese K. Feuerman, Vice President and Controller, Constellation Energy Group, Inc., Baltimore, Md., December 11, 2002 (File name: rkfeuerman1.htm)

Memorandum from Andrew Thorpe re: December 12, 2002 meeting with Securities Industry Association dated December 12, 2002 (File name: sia121202.htm)

Comments of Karen L. Barr, General Counsel, Investment Counsel Association of America, December 10, 2002 (File name: klbarr1.htm)

Comments of KPMG LLP, December 9, 2002 (File name: kpmg1.htm)

Comments of PricewaterhouseCoopers LLP, December 9, 2002 (File name: pricewater1.htm)

Comments of Jerry W. Powell, General Counsel and Secretary, Compass Bancshares, Inc., December 9, 2002 (File name: jwpowell1.htm)

Comments of Loretta V. Cangialosi, Vice President and Controller, Pfizer Inc., December 9, 2002 (File name: lvcangialosi1.htm)

Comments of Leldon E. Echols, Executive Vice President and Chief Financial Officer, Centex Corporation, December 9, 2002 (File name: leechols1.htm)

Comments of Ernst & Young LLP, December 9, 2002 (File name: ernstyoung1.htm)

Comments of Alvin C. Rodack, CCM, Associate Treasurer, The Ohio State University, Chairman, AFP Government Relations Committee; James R. Haddad, CCM, Vice President, Corporate Finance, Cadence Design Systems, Inc., Chairman, AFP Financial Accounting and Investor Relations (FAIR) Task Force, Association for Financial Professionals, December 9, 2002 (File name: acrodack1.htm)

Comments of BDO Seidman, LLP, December 9, 2002 (File name: bdoseidman1.htm)

Comments of Sullivan & Cromwell, December 9, 2002 (File name: sullivan1.htm)

Comments of J. Robert Horst, Vice President and General Counsel, Eaton Corporation, December 9, 2002 (File name: jrhorst1.htm)

Comments of William F. Ezzell, CPA, Chairman, Board of Directors; Barry C. Melancon, CPA President and CEO, American Institute of Certified Public Accountants, December 9, 2002 (File name: wfezzell1.htm)

Comments of Cleary, Gottlieb, Steen & Hamilton, December 9, 2002 (File name: clearygott1.htm)

Comments of James A. Bell, Senior Vice President of Finance and Corporate Controller, The Boeing Company, December 9, 2002 (File name: jabell1.htm)

Comments of Charles M. Nathan, Jr., Chair, Committee on Securities Regulation; Steven J. Slutzky, Ad Hoc Subcommittee, Committee on Securities Regulation, Association of the Bar of the City of New York, December 9, 2002 (File name: cmnathan1.htm)

Comments of Arnold C. Hanish, Executive Director, Finance and Chief Accounting Officer, Eli Lilly and Company, December 9, 2002 (File name: achanish1.htm)

Comments of Donald G. DeBuck, Vice President and Controller, Computer Sciences Corporation, December 9, 2002 (File name: dgdebuck1.htm)

Comments of Patricia A. Little, Director of Accounting, Ford Motor Company, December 9, 2002 (File name: palittle1.htm)

Comments of Deloitte & Touche LLP, December 9, 2002 (File name: deloitte1.htm)

Comments of Edison Electric Institute, December 9, 2002 (File name: edison1.htm)

Comments of George Yungmann, Vice President, Financial Standards , National Association of Real Estate Investment Trusts, December 9, 2002 (File name: gyungmann1.htm)

Comments of Robert M. Qualls, Vice President and Controller, IMC Global Inc., December 6, 2002 (File name: rmqualls1.htm)

Comments of Charlotte M. Bahin, Director of Regulatory Affairs, Senior Regulatory Counsel, America's Community Bankers, December 9, 2002 (File name: cmbahin1.htm)

Comments of Amy B.R. Lancellotta, Senior Counsel, Investment Company Institute, December 9, 2002 (File name: abrlancellotta1.htm)

Comments of Jim Markey, Vice President and Chief Counsel--Securities and International, Kellogg Company, December 9, 2002 (File name: jmarkey1.txt)

Comments of Alexander Schaub, Director-General, European Commission, December 9, 2002 (File name: aschaub1.htm)

Comments of Timothy E. Peterson, Fried, Frank, Harris, Shriver & Jacobson, United Kingdom, December 9, 2002 (File name: tepeterson1.htm)

Comments of Barbara C. Canup, External Reporting Controller, Intel Corporation, December 9, 2002 (File name: bccanup1.txt)

Comments of Troutman Sanders LLP, December 6, 2002 (File name: troutman1.htm)

Comments of Virginia and Wayne Taylor, December 3, 2002 (File name: vwtaylor1.txt)

Comments of Todd M. Malan, Executive Director, Organization for International Investment, November 27, 2002 (File name: tmmalan1.htm)

Comments of Robert G. Beard, November 20, 2002 (File name: rgbeard1.htm)

Comments of Kevin M. Bronner, Ph.D., November 13, 2002 (File name: kmbronner1.htm)

Comments of Timothy O'Keefe, November 7, 2002 (File name: tokeefe1.txt)

Comments of Barbara Barry, November 4, 2002 (File name: bbarry1.txt)

Comments of Dave Henseler, November 4, 2002 (File name: dhenseler1.txt)

http://www.sec.gov/rules/proposed/s74202.shtml