From: Richard Cohen [richardwcohen@hotmail.com]
Sent: Wednesday, June 11, 2003 10:46 AM
To: rule-comments@sec.gov
Subject: S7-10-03

To the Commission:

I am an individual investor.  Like many Americans, my stock market 
investments (including IRA) comprise the majority of my and my family's net 
worth and retirement nest egg.  The erosion in our wealth, and more 
importantly, in our confidence that there is a fair playing field for 
investors, has caused misery for us and millions of others.  None of the 
"reforms" I have read about will resolve these concerns unless shareholders 
are given the ability to vote democratically on who  manages our companies.  
The "Wall Street Rule" is an insult.  If I own a property and I'm 
dissatisfied with the caretaker, I don't sell the property -- I fire the 
caretaker.  However, the executive caretakers of US public companies have 
appropriated the shareholders' property and we shareholders have no 
meaningful recourse.

The ONLY meaningful right to vote shares must be accompanied by a true 
choice of candidates.  Shareholders must have access to their company's 
proxy ballot.  I understand the need for some conditions to be placed upon 
such access to prevent the listing of numerous candidates by shareholders 
without a substantial economic interest.  However, it is undemocratic and 
un-American to allow self-perpetuating incumbent executive juntas to run the 
type of "elections" we denigrate when they occur in North Korea, Cuba and 
other regimes which we find repugnant.

Any person, entity or group whose investment exceeds the greater of $5 
million or 1% in a particular company should be presumed to have the 
requisite economic interest in that company to assure that that 
shareholder's nominations are not made for any frivolous purpose or any 
purpose which violates public policy.

Richard W. Cohen
1304 Colonial Court
Mamaroneck, NY 10543

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