March 29, 2000

Jonathan G. Katz
Secretary
Securities and Exchange Commission
450 Fifth Street NW, Washington, D.C. 20549

Re: Proposed Rule 10b5-1, File No. S7-31-99

Dear Mr.Katz:

LeBoeuf, Lamb, Greene & MacRae, L.L.P. ("LLGM") appreciates the opportunity to comment on proposed Rule 10b5-1. We represent a number of public companies that have adopted stock repurchase programs, including programs by the issuer using puts and/or calls written by the issuer on its own common stock. We are concerned that, as drafted, proposed Rule 10b5-1 may adversely affect the ability of these companies to operate these programs as customarily operated. Accordingly, LLGM believes that Rule 10b5-1 should exempt repurchase programs of an issuer's own securities as long as the issuer was not aware of material nonpublic information at the time it in good faith entered into a contract, made a commitment, and or entered into a written plan to repurchase its own securities.

The intent of proposed Rule 10b5-1 is to state as a general principle that insider trading arises when a person trades while "aware" of material nonpublic information. Under proposed Rule 10b5-1 there are four exceptions to liability for trading while "aware" of such information. These would include an exception for contracts, instructions, and written plans for the sale of securities to be carried out as long as the person was not aware of material nonpublic information at the time of entering into the contract, instructions, or plans. We believe that most issuer stock repurchase programs, including any programs by an issuer using puts and/or calls written by the issuer on its own common stock, should qualify for this exception from liability under proposed Rule 10b5-1 assuming the issuer was not in possession of material nonpublic information at the time it in good faith entered into a contract, made a commitment, or entered into a written plan to purchase its own securities. However, many of these programs would not be able to satisfy all of the tests needed to create an affirmative defense under Rule 10b5-1 as currently proposed. Specifically, the amounts, the prices and dates pursuant to which an issuer agrees to purchase its own securities under these programs may not be fixed, but instead may be determined according to a formula or within an established range of amounts, prices, or dates or, in the alternative, may be left to the discretion of an unaffiliated broker or dealer.

We respectfully suggest the addition of a fifth affirmative defense that would be available to an issuer and its agents for purchases by such issuer of its own securities provided that the issuer was not in possession of material nonpublic information at the time it in good faith (i) entered into a binding contract, (ii) gave instructions to an unaffiliated broker or dealer to execute trades, or (iii) entered into a written plan, provided that the amounts, the prices and dates of such purchases of its own securities were either fixed or determined pursuant to a formula or predetermined guidelines at a time when the issuer was not in possession of material nonpublic information or, in the alternative, the amounts, prices and dates of such purchases of the issuer's securities areselected by an unaffiliated broker or dealer who is not in possession of material nonpublic information.

We note that Footnote 88 to the proposed Rule 10b5-1 states that the amount of the proposed trade must be fixed and cannot be within a suggested range. We believe that this restriction should not apply to purchases by an issuer of its own securities. We note that many existing issuer stock repurchase programs are structured so that the amounts to be repurchased fall within a predetermined range. Since issuer stock repurchase programs benefit all of an issuer's shareholders, we believe that these programs should not be unnecessarily restricted.

Our comment on proposed Rule 10b5-1 is limited to this sole element of the rule and its application. This comment is made by the firm and not on behalf of any particular client.

Respectfully submitted,

LeBoeuf, Lamb, Greene & MacRae, L.L.P.