From: Elleen Okada [mmokada@jps.net]
Sent: Thursday, June 05, 2003 11:42 PM
To: rule-comments@sec.gov
Subject: Re: S7-10-03

"Dear Secretary Katz:

I am sending you this note to register my support for SEC Chairman
Donaldson's recently announced decision to conduct a comprehensive review of
the proxy rules under Section 14 of the Securities and Exchange Act of 1934.
As you know, these rules govern the shareholder access to the proxy
statement and ballot.  As an individual shareholder, I have been appalled at
the discovery of the all of the misdeeds in corporate America over the last
few years, but I was heartened by the passage of the Sarbanes-Oxley Act of
2002.  As significant as this law's passage is, shareholders still lack an
effective tool to determine who will serve on the boards of the corporations
in which they invest.  I believe that qualifying shareholders must have the
right to nominate at least one candidate to the boards of these companies,
without having to undertake an expensive contest to exercise this right.
Ultimately, shareholders bear the cost of the entire proxy process and since
the board of directors is the only group who is legally bound to consider
the shareholders' interest, we need more than the opportunity to rubber
stamp management's nominees.  The current board nomination and election
process does not bear much relation to a true election; the question isn't
whether the management's candidates will win, but only by what percentage
they will win.

I believe that allowing shareholders to have access to the proxy ballot and
statement will go a long way towards restoring the confidence of all
investors in the capital markets."

Elleen Okada