From: rfeinstein@sra.state.md.us
Sent: Tuesday, December 16, 2003 11:21 AM
To: rule-comments@sec.gov
Subject: File No. S7-19-03 - Comments of Maryland Ret. System

Importance: High

December 16, 2003

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

RE: File No. S7-19-03

Dear Mr. Katz:

The State Retirement and Pension System of Maryland (the "Retirement
System") administers retirement plans for more than 90,000 retirees and
beneficiaries as well as the future benefits for more than 190,000 active
participating members. These groups include state government employees,
teachers, law enforcement personnel, legislators, judges and local
government employees and fire fighters whose employers have elected to
participate in the Retirement System.

The Board of Trustees of the Retirement System applauds the SEC for issuing
the proposals contained in the Commission's October 14, 2003 release (the
"Proposed Rules").  It is our belief that the Proposed Rules are a positive
step.  It is our hope that the Proposed Rules will help foster greater,
more productive communication between shareholders and the boards charged
with representing shareholders' interests.

We also submit the following comments regarding the Proposed Rules for the
Commission's consideration.

Comment 1 ? State law nullification concerns (Proposed Rule 14a-11(a)(1))

At least one other commentator has expressed the concern that, if finalized
in its present form, Proposed Rule 14a-11(a)(1) might lead certain states
to pass laws that would prohibit security holders from nominating
candidates for election as a director.  Such action could have the result
of exempting companies from compliance with the Proposed Rules.  See
comment letter dated November 22, 2003 submitted by the Independent
Corporate Directors Association at p. 11.  While the validity of any such
state action might well be open to challenge, we would urge the Commission
to carefully weigh whether the current text of this provision of the
Proposed Rules would inadvertently set off a new "race to the bottom" ? an
outcome that would be profoundly at odds with the Commission's goals in
this rule making effort.

Comment 2 ? Clarification of independence requirement.   We endorse, and
would ask the Commission to carefully review, the points raised by the
California State Teachers' Retirement System (CalSTRS) regarding the impact
which the proposed independence requirements could have on relational
investment strategies.  See comment letter dated December 4, 2003 submitted
by CalSTRS at 4 (penultimate bullet under Response 3).

On behalf of our participants and Board of Trustees, we thank the
Commission and its staff for its hard work and appreciate the opportunity
to present our views regarding the Proposed Rules.

Sincerely,



Thomas K. Lee
Secretary to the Board