02-11126. Sunshine Act Meeting

Notice is hereby given, pursuant to the provisions of the Government in the Sunshine Act, Pub. L. 94-409, that the Securities and Exchange Commission will hold the following meetings during the week of May 6, 2002:

Closed meetings will be held on Tuesday, May 7, 2002, at 1 p.m., and Wednesday, May 8, 2002, at 1 p.m., and an open meeting will be held on Wednesday, May 8, 2002, at 9:30 a.m.

Commissioners, Counsel to the Commissioners, the Secretary to the Commission, and recording secretaries will attend the closed meetings. Certain staff members who have an interest in the matters may also be present.

The General Counsel of the Commission, or his designee, has certified that, in his opinion, one or more of the exemptions set forth in 5 U.S.C. 552b(c)(5), (7), (8), (9)(B), and (10) and 17 CFR 200.402(a)(5), (7), (8), (9)(ii) and (10), permit consideration of the scheduled matters at the closed meetings.

The subject matter of the closed meeting scheduled for Tuesday, May 7, 2002, will be:

Formal orders of investigation;

Institution and settlement of injunctive actions; and

Institution and settlement of administrative proceedings of an enforcement nature.

The subject matter of the closed meeting scheduled for Wednesday, May 8, 2002, will be:

Post argument discussion.

The subject matter of the open meeting scheduled for Wednesday, May 8, 2002, will be:

1. The Commission will consider whether to approve proposed rule changes submitted by the New York Stock Exchange, Inc. and the National Association of Securities Dealers, Inc. relating to research analyst conflicts of interest.

2. The Commission will consider whether to adopt rules to require foreign issuers to file electronically through the Electronic Data Gathering, Analysis, and Retrieval system (“EDGAR”) their securities documents, including Securities Act registration statements and Exchange Act registration statements and reports. The rules would apply to both foreign private issuers and foreign governments.

3. The Commission will hear oral argument on an appeal by Daniel R. Lehl, et al., from the decision of an administrative law judge.

At times, changes in Commission priorities require alterations in the scheduling of meeting items. For further information and to ascertain what, if any, matters have been added, deleted or postponed, please contact:

The Office of the Secretary at [phone].

Dated: April 30, 2002.

Margaret H. McFarland,

Deputy Secretary.