From: Mark Webbink [mwebbink@redhat.com]
Sent: Thursday, August 08, 2002 6:26 PM
To: rule-comments@sec.gov
Subject: S7-31-02

Sarbanes-Oxley requires that, effective August 29, 2002, all Section 16 
filings (Form 4) be made within 2 days of the date of the transaction 
triggering reporting.  While this is not problematic in most instances, 
it is very problematic in the case of an approved (and permissable) 
10b-5(1)(c) trading plan that calls for daily trades (or even frequent 
trades).  Compliance in such an instance would require daily filings of 
Form 4.  Such a requirement would create an undue burden on both the 
company/insider and the SEC.  Surely an alternative reporting mechanism 
can be implemented that would provide the same useful information.  For 
example, where such  permitted trading plan is in place, permit the 
insider to report once a month, at the beginning of the month, all 
scheduled trades under the plan that are certain, i.e., trades that are 
not contingent upon any volume or price threshold before execution.

Mark Webbink
Sr. Vice President and General Counsel
Red Hat, Inc.