M E M O R A N D U M

TO: Commission File No. S7-38-04
FROM: Andrew D. Thorpe Special Counsel Division of Corporation Finance U.S. Securities & Exchange Commission
DATE: December 9, 2004
RE: Securities Offering Reform Release No. 33-8501

On December 9, 2004 members of the Division of Corporation met with representatives of the Securities Industry Association Capital Markets Committee about, among other topics, the securities offering reform proposals (Release No. 33-8501).

Division of Corporation Finance Participants: Alan L. Beller, Director; Martin P. Dunn, Deputy Director; Shelley Parratt, Deputy Director; Paula Dubberly, Associate Director; Carol Stacey, Division Chief Accountant; Barry Summer, Associate Director; Paul Belvin, Associate Director; Elizabeth Murphy, Chief, Office of Rulemaking; Paul Dudek, Chief, Office of International Corporation Finance; Brian Breheny, Chief, Office of Mergers & Acquisitions; Amy M. Starr, Senior Special Counsel.