From: Chestler, Stuart [SCHESTLER@stoel.com]
Sent: Monday, September 30, 2002 12:40 PM
To: rule-comments@sec.gov
Subject: File No. S7-31-02

I think you went too far by amending Rule 16a-6 to make the reporting
deferral for small acquisitions completely unavailable for acquisitions
from an issuer.  A more appropriate change to Rule 16a-6 would have been
to amend subsection (a)(1) to clarify that acquisitions from the issuer
exempt under Rule 16b-3 do count towards calculating the maximum $10,000
in value that can be exempt under the Rule.  I don't see why small
acquisitions from the issuer would be of any greater interest to the
securities markets than small acquisitions in market transactions, and
therefore don't see a rationale for your harsher position with respect
to acquisitions from the issuer.

In making this comment, I am thinking in particular about ongoing
acquisitions pursuant to regular contributions to nonqualified deferred
compensation plans.  As a result of your rule changes, insiders are now
faced with filing a Form 4 after every payday if they have compensation
deferred into a company stock fund under such a plan.  This is creating
a significant reporting burden and resulting in reporting of trivial
acquisitions.

Stuart Chestler
Stoel Rives LLP
900 SW Fifth Ave., Suite 2600
Portland, OR 97204
phone 503 294 9500
fax 503 220 2480
e-mail schestler@stoel.com