MEMORANDUM

To :	Commission File No. S7-02-03
From :	Jeffrey J. Minton Special Counsel Office of Rulemaking Division of Corporation Finance U.S. Securities and Exchange Commission
Re :	Standards Relating to Listed Company Audit Committees Release Nos. 33-8173; 34-47137
Date :	March 31, 2003

On March 28, 2003, members of the Division of Corporation Finance and the Office of International Affairs met with representatives from the Brazilian Institute of Corporate Governance and International Finance Corporation to discuss their comment letter on the proposals.