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Via Facsimile and Federal Express
      January 21, 2002

Mr. Robert J. Kueppers
Chair
SEC Practice Section
c/o Deloitte & Touche
10 Westport Road
Wilton, CT 06987-0820



Dear Mr. Kueppers:

I enclose a copy of my letter dated January 21, 2002 to SEC Chairman Harvey Pitt informing him of the POB’s intention to terminate its existence no later than March 31, 2002. Also enclosed is a copy of the POB’s resolution of its intent to terminate adopted unanimously on Sunday, January 20th.

The POB has a regularly scheduled meeting in New York City on Thursday, January 31, 2002 at the offices of Fulbright & Jaworski L.L.P. on the 31st floor at 666 Fifth Avenue. We invite you to attend our meeting at 11 a.m. to consult with us on the POB’s intention to terminate its existence, in accordance with Section IX of the POB Charter. As we have noted in our letter to Chairman Pitt, there are a number of arrangements that must be worked out in order to accommodate a smooth transition.

We look forward to meeting you on the January 31st.

Sincerely,

Charles A. Bowsher
Chair

Enclosures


2002 Public Oversight Board