From: Rog Klein [rogklein@hotmail.com]
Sent: Wednesday, December 10, 2003 5:18 PM
To: rule-comments@sec.gov
Subject: File No. S7-19-03

Dear Secretary Katz:
  While this rule is an improvement it does not go far enough.  The 
standards for allowing shareholder nominations to the board should be 
dramatically lowered.  The current situation is far from democratic.  
Corporate managment uses shareholder funds to control virtually all aspects 
of director nominations -- indeed many coporations are using shareholder 
funds to oppose this very SEC proposal, whereas individual investors like me 
do not have access to these resources.

    As has been widely discussed in academia, the result is that directors 
are entirely beholden to management, which of course contradicts their 
purpose -- being shareholders' representatives and supervising management.  
Please take a strong step for investors large and small and empower 
shareholders to play a meaningful role in corproate democracy.

  Roger Klein

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