From: Phil Klein [philk@bjkbh.com]
Sent: Monday, June 09, 2003 4:33 PM
To: rule-comments@sec.gov
Subject: S7-10-03


Gentlemen:  I am an individual investor with extensive holdings in publicly 
traded stocks.  I have a pension plan for myself and also have established 
and fund pensions for my various employees.  I am concerned that the U.S. 
financial markets have been damaged by a meaningful loss of confidence in the 
markets among individual investors throughout the country.  This is due in 
large part to the corporate scandals of the past several years, which has 
resulted in an increased sense among individual investors that public companies 
are run for the benefit of management rather than for the benefit of shareholders.  
I also believe there is a sense among most individual investors that they have 
little or no recourse should the decisions of management diverge from their own 
interests in the very companies in which they are the beneficial equity owners.  
Part of the reason for this is the current state of the proxy rules governing 
shareholders' ability to have a meaningful and real voice in the selection of 
directors of the companies in which they invest their hard-earned savings.  I 
believe that shareholders should have much more of a role in selecting directors 
of public companies, and I gratefully thank the S.E.C. for reviewing the rules 
in this area and for considering the interests of individual shareholders along 
with the general public good in the exercise of its rule-making authority.     
Sincerely,    PHILIP KLEIN


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> PHILIP KLEIN, ESQ.
> BROWNING, JACOBSON & KLEIN, LLP
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