+--------+---+---------------------------------+--------+-------------+---+
| # O    | # |                                 |        |             | # |
|        | # |                                 |        |             |   |
| ##     | # |                                 |        |             |   |
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|        | C |                                 |        |             | # |
|        | C |                                 |        |             | # |
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|        | 0 |                                 |        |             |   |
|        | 0 |                                 |        |             |   |
|        | 3 |                                 |        |             |   |
|        | - |                                 |        |             |   |
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|        | 8 |                                 |        |             |   |
+--------+---+---------------------------------+--------+-------------+---+
|        | * |                                 |        |             |   |
|        | * |                                 |        |             |   |
|        | O |                                 |        |             |   |
|        | C |                                 |        |             |   |
|        | C |                                 |        |             |   |
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|        | U |                                 |        |             |   |
|        | L |                                 |        |             |   |
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|        | N |                                 |        |             |   |
|        | * |                                 |        |             |   |
|        | * |                                 |        |             |   |
+--------+---+---------------------------------+--------+-------------+---+
| ## Com |   |                                 |        |             |   |
| ptroll |   |                                 |        |             |   |
| er of  |   |                                 |        |             |   |
| the Cu |   |                                 |        |             |   |
| rrency |   |                                 |        |             |   |
|        |   |                                 |        |             |   |
| > A    |   |                                 |        |             |   |
| dminis |   |                                 |        |             |   |
| trator |   |                                 |        |             |   |
| > of   |   |                                 |        |             |   |
| > Na   |   |                                 |        |             |   |
| tional |   |                                 |        |             |   |
| >      |   |                                 |        |             |   |
|  Banks |   |                                 |        |             |   |
+--------+---+---------------------------------+--------+-------------+---+
| ## Su  |   | ## Reportin                     | ##     | ## Notice   |   |
| bject: |   | g and Disclosure Requirements f | Descri | of Proposed |   |
|        |   | or National Banks with Securiti | ption: |  Rulemaking |   |
|        |   | es Registered Under the Securit |        |             |   |
|        |   | ies Exchange Act of 1934; Secur |        |             |   |
|        |   | ities Offering Disclosure Rules |        |             |   |
+--------+---+---------------------------------+--------+-------------+---+

**TO**: Chief Executive Officers of All National Banks, Federal Branches
and Agencies, Department and Division Heads, and All Examining Personnel

The Office of the Comptroller of the Currency (OCC) published the
attached notice of proposed rulemaking (NPRM) in the *Federal Register*
at 68 FR 27753 on May 21, 2003. The NPRM, entitled "Reporting and
Disclosure Requirements for National Banks With Securities Registered
Under the Securities Exchange Act of 1934; Securities Offering
Disclosure Rules," amends part 11, which implements section 12(i) of the
Securities Exchange Act of 1934 (Exchange Act), and part 16, which
governs the sale of securities issued by national banks that are not
required to be registered pursuant to the Securities Act of 1933
(Securities Act).

On July 30, 2002, President Bush signed into law the Sarbanes-Oxley Act.
Titles III and IV of the Sarbanes-Oxley Act include a number of
provisions that are designed to improve the corporate governance and
financial disclosures of public securities issuers. All registered
national banks are public issuers for purposes of the law. Pursuant to
the amendments to section 12(i) made by the Sarbanes-Oxley Act, the OCC
administers and enforces certain provisions of the act with respect to
registered national banks.

Part 11 of the OCC's regulations, entitled "Securities Exchange Act
Disclosure Rules," currently applies the reporting and disclosure
provisions of sections 12, 13, 14(a), 14(c), 14(d), 14(f), and 16 of the
Exchange Act to registered national banks, and requires those national
banks to file any reports or forms required by such regulations with the
OCC (rather than the Securities Exchange Commission (SEC) ). The NPRM
amends part 11 of our rules to add cross-references to the new
provisions that the OCC is required by the Sarbanes-Oxley Act to
administer and enforce. The effect of the proposal will be to conform
the OCC's rules with the amendment to section 12(i) made by the
Sarbanes-Oxley Act.

Part 16 of the OCC's regulations, entitled "Securities Offering
Disclosure Rules," sets forth rules governing the offer and sale of
securities by national bank issuers that are not subject to the
registration and reporting requirements of the Securities Act. Section
16.20 of the regulation mirrors the requirements of section 15(d) of the
Exchange Act and requires each national bank that files a registration
statement that has been declared effective by the OCC pursuant to part
16 to file the current and periodic reports required by section 13 of
the Exchange Act in accordance with the SEC's regulation 15D, as if the
securities covered by the registration statement were securities
registered pursuant to section 12 of the Exchange Act.

The NPRM amends section 16.20 to add a reference to sections 10A(m) and
13 of the Exchange Act and to cross-reference the requirements of the
revised section 11.2(a)(ii). The effect of the proposal is to require
banks filing registration statements pursuant to part 16 to comply with
the rules issued by the SEC pursuant to those sections of the Exchange
Act, including new subsection 10A(m), and those provisions of the
Sarbanes-Oxley Act that are directly applicable to other section 15(d)
filers and which the OCC is authorized to enforce.

For further information, contact MaryAnn Nash, counsel, Legislative and
Regulatory Activities Division at (202) 874-5090.

Julie L. Williams

First Senior Deputy Comptroller and Chief Counsel

Attachment---[68 FR
27753](http://www.occ.treas.gov/fr/fedregister/68fr27753.pdf)