Subject: File No. S7-19-03
From: Doug Matthes
Affiliation:

October 13, 2004

The Honorable William H. Donaldson
Chairman
U.S. Securities and ExchangeCommission

Dear Mr. Chairman,

As an electronic engineer working in the United States commercial electronics industry since 1982, I urge you to reconsider the FASB proposal to expense stock options. Stock options have been integral though out my career in providing a strong motivating force and through out the industry, enabling an entrepreneurial spirit to excel this vital economic growth engine.

Thank You for your attention, I look forward to your response.

Sincerely, Doug Matthes
Principle Engineer