From: Jeffrey Robinson [JRobinson@LA.WHITECASE.COM]
Sent: Friday, January 31, 2003 8:28 PM
To: rule-comments@sec.gov
Subject: Release 33-8173 (s7-02-03)

My comment pertains to the proposed safe harbor wherein an audit 
committee member would be deemed not to control the issuer if 
s/he (i) is not an executive officer of the issuer, (ii) is not 
a director of the issuer and (iii) is not a 10% shareholder of 
the issuer.

Since the purpose of the safe harbor is to assist issuers in knowing 
that certain directors are not disqualified from audit committee 
service by virtue of being "affiliated persons" of the issuer, it 
would seem that the reference to directors in the safe harbor is 
misplaced.  

In other words, the safe harbor would only ever be useful to people 
who are directors, yet by virtue of being directors, they are not 
eligible for the safe harbor?

Thank you for considering my comment.

Respectfully yours,

Jeffrey S. Robinson, Esq.


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