SEC No-Action Letter to SONICblue, March 23, 2001

March 23, 2001

Response of the Office of Chief Counsel
Division of Corporation Finance

Re: SONICblue Incorporated
Incoming letter dated January 25, 2001

The proposal requests that the board of directors have the auditor selected annually by shareholder vote.

There appears to be some basis for your view that SONICblue may exclude the proposal under rule 14a-8(i)(7), as relating to SONICblue’s ordinary business operations (i.e., the method of selecting independent auditors). Accordingly, we will not recommend enforcement action to the Commission if SONICblue omits the proposal from its proxy materials in reliance on rule 14a-8(i)(7). In reaching this position, we have not found it necessary to address the alternative bases for omission upon which SONICblue relies.



Michael D. V. Coco,