File No. S7-02-03 supplemental commentsFrom: Elliot Miller [EMiller@kleban-samor.com]
Sent: Friday, February 14, 2003 11:19 AM
To: rule-comments@sec.gov
Subject: File No. S7-02-03 supplemental comments

        I am writing to supplement my comments of January 27, 2003 concerning 
Release 34-47137, dealing with a personal aspect of the proposed rules concerning 
the independence of audit committee members not encompassed in my prior comments.. 
For your convenience my original comments are set forth below.

        If the rule takes effect in the form proposed, I would appear to have 
three choices: I could resign my position as counsel to the law firm, I could 
resign as a member of the audit committee of the company involved, or I could 
ask the company to seek another law firm. As to the last, that would not appear 
to be in the company's best interest and, in any event, I have no way of compelling 
that result. That would leave me with the alternatives of resigning my of counsel 
role with the law firm and of resigning as a member of the audit committee. At 
this juncture it is not clear to me which alternative I would choose. However, 
if I chose to resign as of counsel to this law firm in order to remain a member 
of the audit committee of the company on whose Board I serve ( a choice I well 
might make) since I would no longer receive compensation from this law firm the 
stipend I receive as a director and commiittee member from the company involved 
would be a much more substantail portion of my personal income. The effect of 
this would render me more economically dependent upon--not more independent of-- 
the company on whose Board I serve. This is diametrically opposite to the result 
intended. For this reason, as well as for the reason set forth in my original 
comments I suggest that the test of independence be revised as described below.

        Very truly yours, 
        Elliot Miller 
        




Elliot I. Miller 
Attorney 

Kleban & Samor, P.C. 
2425 Post Road 
Southport, CT. 06490 

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