Jessie Smith Noyes Foundation
6 East 39^th Street, New York, NY 10016

December 4, 2003

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

Re: Comments regarding File Number S7-19-03

Dear Secretary Katz:

The Jessie Smith Noyes Foundation supports the proposed rules giving shareholders the ability to nominate candidates for corporate boards of directors. We believe that the rules should go further than are now proposed to ensure that all investors, large and small, are given an opportunity to engage in the process. Triggering events, ownership thresholds and other nominating procedures should be fair and designed to stimulate full and robust participation.

The Jessie Smith Noyes Foundation was established in 1947 and currently has assets totaling more than $60 million, half of which is invested in domestic and international equities. The Foundation promotes a sustainable and just social and natural system by supporting grassroots organizations and movements committed to this goal. Our funding priorities are shaped by a view of the Earth as one community, an interconnected web of life in which human society is an integral part.

We believe that in light of the social, environmental and economic challenges of our time, it is essential that we strengthen corporate governance practices and foster greater corporate accountability to shareholders and stakeholders alike. Opening up the nominating process is a critical step.

The Jessie Smith Noyes Foundation supports the direction taken by the SEC with rule S7-19-03. Thank you for the opportunity to comment.

Sincerely,

Victor De Luca
President