United States of America
Before the
Securities and Exchange Commission

Securities Exchange Act of 1934
Release No. 47375

February 19, 2003

I.

The Securities and Exchange Commission ("Commission") deems it appropriate and consistent with the public interest and protection of investors, pursuant to Rule 431(b)(2) of the Commission's Rules of Practice ("Rules of Practice"), to decline to review the determination of the Division of Investment Management ("Division") to deny the requests for confidential treatment of information for the calendar quarters ending on March 31, 2002 and June 30, 2002 filed by Relational Investors LLC ("Relational") pursuant to Section 13(f) of the Securities Exchange Act of 1934 ("Exchange Act").

II.

1. Relational's Petition for Review, filed on November 29, 2002, describes Relational as an investment adviser registered with the Commission under the Investment Advisers Act of 1940.

2. Under Section 13(f)(5)(A) of the Exchange Act, Relational is an institutional investment manager that exercises investment discretion over $100 million or more in reportable securities, as defined in Rule 13f-1(c) under the Exchange Act.

3. Relational is subject to the reporting requirements of Rule 13f-1(a) under the Exchange Act, which requires Relational to file Form 13F reports with the Commission on a quarterly basis.

4. On May 13, 2002, Relational filed a request, pursuant to Rule 24b-2 under the Exchange Act, for confidential treatment of information required to be filed with the Commission pursuant to Section 13(f) of the Exchange Act ("Form 13F information") for the calendar quarter ended March 2002. Relational also filed a public Form 13F report for the calendar quarter ended March 2002.

5. On August 12, 2002, Relational filed a request, pursuant to Rule 24b-2 under the Exchange Act, for confidential treatment of Form 13F information for the calendar quarter ended June 2002. Relational also filed a public Form 13F report for the calendar quarter ended June 2002.

6. On November 15, 2002, the Division, acting under delegated authority, denied Relational's requests for confidential treatment of Form 13F information for the calendar quarters ending in March and June 2002.

7. On November 22, 2002, Relational filed a Notice of Intention to Petition for Review indicating that it would appeal to the Commission the Division's decision to deny confidential treatment of Form 13F information.

8. On November 29, 2002, Relational filed a Petition for Review, appealing the Division's November 15, 2002 denial of Relational's requests for confidential treatment of Form 13F information for the calendar quarters ending in March and June 2002.

III.

IT IS ORDERED that, after considering Relational's Petition for Review pursuant to Rule 431(b)(2) of the Commission's Rules of Practice and under the standards for review set forth in Rule 411(b)(2) of the Commission's Rules of Practice, the Commission declines to review the Division of Investment Management's decision to deny Relational's Form 13F confidential treatment requests for the calendar quarters ended March 2002 and June 2002.

http://www.sec.gov/rules/other/34-47375.htm