From: Witt, Marcia [mwitt@wmitchell.edu]
Sent: Monday, September 30, 2002 7:10 PM
To: 'rule-comments@sec.gov'
Cc: 'chairmanoffice@sec.gov'
Subject: File No. S7-31-02

September 30, 2002 


Jonathan G. Katz
Secretary
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549-0609

Re:  Comments on the Ownership Reports and Trading by Officers, Directors
and Principal Security Holders Rules (File No. S7-31-02)

Dear Mr. Katz,

I recently read with interest your "Ownership Reports and Trading by
Officers, Directors and Principal Security Holders" rules to enact the
Sarbanes-Oxley Act.  As a common stockholder, I have been greatly concerned
by the lack of confidence that has developed for our corporate boards and
the markets in general.  Over the years, I have used the Internet to track
the transactions of insiders of a very limited number of companies to see
the actions of their insiders prior to buying or selling stock, and have
always been frustrated by the difficult and expensive process required to
acquire this information when the insiders filed on paper.

Therefore, I was encouraged to see Congress and the President begin the
process to restore trust in and the accountability of our public companies
with the passage and signing of the Sarbanes-Oxley Act, and specifically
Section 403, in July.  The SEC's moving quickly to complete rules to meet
these requirements was also encouraging.  

However, while your rules are a start, they are only half the equation to
make insiders accountable to their shareholders and the general public.
Requiring insiders to file within 48 hours of a trade ensures that the SEC
gets the information quickly, but not the common shareholder and general
public that must make decisions on the purchase and sell of stock.  In order
to make the system transparent and the insiders accountable this information
needs to be made available immediately to the public as it is for all other
filings made by public companies.  

As a common shareholder, I know that the SEC has the EDGAR system in place
to accept these filings and the private sector has the systems in place to
submit them to you.  Both of these have been in place for years.  I do not
understand why you do not use them.

I have given some consideration to why you might not move forward on
electronic filing requirement immediately as you did the 48 hour filing
requirement.  After doing some research, I could not think of any reasons.  

 These documents are short and simple to understand by shareholders.


 The SEC has an electronic system (EDGAR) that can and has taken
these documents successfully for years for the limited number of companies
and insiders that had the fortitude to be open and upfront with their
transactions.  As such, it requires no current or immediate change in the
system, nor should it require any capital expense on the part of the SEC.  

 The cost of filing these documents is now less expensive
electronically than via paper.  I simply did a search on the Internet and
found multiple companies that provide the service of filing these documents.
From reviewing these processes, they appear to be fast, easy and relatively
inexpensive.  These are not fly by night companies but established companies
that have been around as long as the EDGAR system.  One such company,
EDGARfilings, charges only $40 a form through a completely automated system.
On the other hand, I have heard of insiders paying up to $300 to have the
paper versions filed with the SEC.  The private sector has a system in place
to have these documents filed.  There is no reason to use taxpayer funds to
duplicate a system that is already working well in the private sector.  

While your "encouragement" takes us a few steps closer, we all know that no
company would be filing their Section 16 filings within 48 hours if only
encouraged.  As a result, you have only provided half the solution to the
problem.  We both know that many insiders have started filing
electronically, but they are not the ones that we need to be concerned
about.  How many more Enrons, WorldComs or Global Crossings are you going to
allow before closing this gap?  

Fortune Magazine recently summed it up well with their cover story, "You
Bought. They Sold."  Insiders talked positively about their companies while
dumping their shares to the unsuspecting public.  As a result, individual
shareholders like me lost money while they made millions at our expense.  We
could have made more informed decisions if we had the information that can
be made readily available through your system.  As a shareholder that is
concerned with the market transparency and insider accountability, I
strongly urge you to act now as you did on so many other requirements.
Don't waste time and taxpayer money to study the issue for which you already
have the answer.  

The SEC should move forward immediately to require companies and insiders to
file these documents electronically.  You have a simple, inexpensive and
immediate solution in front of you if you will only act.  I hope you will
choose to do so, and do so today.  Without such action, you continue to
place our markets and shareholders at risk.  This step will go a long way
towards rebuilding credibility in the market and fulfilling the President's,
Congress' and your goals of making our financial markets more secure and
transparent, and the leaders accountable.

Thank you again for the opportunity to comment.  

Sincerely,

Marcia Witt


Cc:	Chairman Harvey L. Pitt
	Commissioner Cynthia A. Glassman, Ph.D.
	Commissioner Harvey J. Goldschmid
	Commissioner Paul S. Atkins
	Commissioner Roel C. Campos