From: RW Schultz [rwschultz@adelphia.net]
Sent: Saturday, May 08, 2004 8:26 AM
To: Mr.Jonathan Katz
Subject: File No. S7-19-03

RW Schultz
9786 Rt 119 South
Blairsville, PA 15717


May 8, 2004

Mr. Jonathan Katz
U.S. Securities and Exchange Commission
450 Fifth Street N.W.
Washington, DC  20549-0609


Dear Mr. Katz:

I am concerned about the Securities and Exchange Commission’s recent 
proposal that would allow certain shareholders to nominate directors in 
company proxy materials.  

I believe this proposal is short-sighted and will do nothing to aid 
economic growth or corporate performance.  In fact, I believe that this 
proposal will distract corporate boards from their real responsibilities.  
It will also permit special interest groups, such as unions and state 
pension funds, to make use of the rules to advance their own agendas 
rather than that of all shareholders.

Individual shareholders will not be better served by this proposal.  
Instead, individual shareholders gain when corporate leaders remain 
focused on business and create value for their shareholders.

Please reconsider this proposal.  Thank you for your attention to my 
concerns.


Sincerely,


RW Schultz