From: dfischer@loeb.com
Sent: Monday, December 02, 2002 2:09 PM
To: rule-comments@sec.gov
Subject: S7-43-02

Proposed new Form 8-K Item 1.04 adds an unnecessary layer of technical legal 
complexity to an informal method of corporate communication intended to 
disseminate information of great interest to the market as quickly as possible.  
Adoption of the rule is likely to result in delay in dissemination of earnings 
and related information or reduction of the kinds of information voluntarily 
disclosed. 

Nothing in the Sarbanes-Oxley Act or its legislative history suggests that 
Congress intended or perceived a need to change regulations regarding earnings 
releases--as opposed to reform of the processes by which information included 
in earnings releases is developed or the presentation of such information. 

I doubt there is a widespread practice among public companies to release hastily 
compiled earnings data and restate it in a Form 10-Q or Form 10-K.   It's plain 
that, in the long run, such a strategy would be self-defeating, as well as unlawful.  
My own experience has been that companies do not release earnings information 
until determining it would not need restating when reported, and their independent 
accountants review the information for the same purpose. 

For these reasons, I believe the proposed new item should not be adopted. 

David C. Fischer
Loeb & Loeb LLP
345 Park Avenue
New York NY  10154-0037
DDN:  212-407-4827
Fax:  212-407-4990
email: dfischer@loeb.com