From: Mark D. Harrison [warpdrive@attglobal.net]
Sent: Monday, March 29, 2004 3:10 PM
To: rule-comments@sec.gov
Subject: Comments on Board of Director Nominees/Stock Option Grants

Hello,

I just read an article on Motley Fool about proposed changes to the 
rules on nomination and election of people to the board of directors.

I would like to express my opinion that I do agree that the rules need 
to be changed to allow shareholders to nominate directors of their 
choice and to use rules for election that do not allow incumbents to 
maintain control without any shareholder or employee accountability.

I also feel that stock options should be expensed, a compromise may be 
to expense any stock options for all executives and senior management 
and to not expense them for lower management and regular employees. This 
would effectively squash the argument that companies would get hurt by a 
stock option program for all employees and reduce the amount of totally 
outrageous stock option grants to senior execs in the "good ol' boys club".

I also feel that all SERP and Top Hat exec compensation programs should 
be eliminated as all company employees should have to play by the same 
rules, pay for performance, contribute to health care and have the same 
retirement plans. This would not only reduce the compensation expenses 
at a company, it would increase shareholder value and IRS tax revenues.

Thank you for reading these comments.

Sincerely,

Mark Harrison
5816 Waring Ave # 108
Los Angeles, CA 90038-3821
warpdrive@attglobal.net