Memorandum from Lillian Brown, Special Counsel, Office of Mergers and Acquisitions, Division of Corporation Finance, re: conference call with representatives from the ABA's Taskforce on Shareholder Proposals on S7-19-03, November 20, 2003

MEMORANDUM

To :	Commission File No. S7-19-03
From :	Lillian Brown Special Counsel Office of Mergers and Acquisitions Division of Corporation Finance U.S. Securities and Exchange Commission
Re :	Security Holder Director Nominations Releases No. 34-48626; IC-26206
Date :	November 20, 2003

On October 27, 2003, members of the Division of Corporation Finance participated in a conference call with representatives from the ABA's Taskforce on Shareholder Proposals in connection with the Commission's proposed rules relating to security holder director nominations. The topics addressed by the members of the Taskforce are detailed in their November 3, 2003 comment letter addressing the rule proposals.

Division of Corporation Finance participants: Alan L. Beller, Director, Martin P. Dunn, Deputy Director, and Lillian Brown, Special Counsel, Office of Mergers and Acquisitions.

ABA participants: Charles Nathan, Todd Lang and Robert Messinao.