From: Panzke, Sandra [spanzke@TRS.STATE.IL.US]
Sent: Monday, May 19, 2003 2:31 PM
To: rule-comments@sec.gov
Subject: SEC File S7-10-03



**************************************************************************
 The information contained in this communication may be confidential, is 
 intended only for the use of the recipient named above, and may be legally 
 privileged.  If the reader of this message is not the intended recipient, 
 you are hereby notified that any dissemination, distribution, or copying of 
 this communication, or any of its contents, is strictly prohibited.  If you 
 have received this communication in error, please re-send this communication 
 to the sender and delete the original message and any copy of it from your 
 computer system.  Thank you.
****************************************************************************
 
 
 	May 19, 2003
 
 
 
 		Jonathan G. Katz
 		Secretary
 		Securities and Exchange Commission
 		450 Fifth Street N.W.
 		Washington, DC  20549-0609
 
 		Re:  S7-10-03
 
 		Dear Mr. Katz:
 
 		The Illinois Teachers' Retirement System (TRS) joins its colleagues 
in the Council of institutional Investors in urging the Securities Exchange 
Commission to adopt rules which enhance shareholder input in the proxy process.  
Given the numerous corporate scandals which have cost institutional investors 
such as TRS hundreds of millions of dollars, it is imperative that shareholders 
be given greater opportunity to influence corporate decision-making and to ensure 
that corporations are being operated for the benefit of shareholders.  The System 
strongly believes that reforming the proxy process is the most expeditious means 
to achieving a balance between the interests of management and shareholders.
 
 		The System would temper its call for proxy reform with the proviso that 
any rule changes should protect corporations from abusive tactics during a takeover 
process.  Furthermore, the System would not be in favor of a proxy process which is 
unnecessarily expensive or burdensome on corporate management.
 
 
 	Sincerely,
 
 	Jon Bauman
 	Executive Director

 
 		JB/sp
 		cc:  Council of Institutional Investors