Subject: File No. S7-39-04
From: Henry J Gwiazda, Ph.D.

December 16, 2004

I strongly support two SEC proposals: 1 to require a majority of board members at the nations stock exchanges to be independent from management, and 2 to compel exchanges to disclose how much they pay their top five executives. Furthermore, I fully support any SEC rules or actions that might remove authority of the exchanges to police themselves and to place that responsibility with an independent oversight authority with full powers to investigate abuses and impose appropriate penalities.

The fact of the matter is that these actions are being proposed after abuses have been revealed and/or to correspond with similar governance rules that apply to corporations and business that list their shares on the exchanges. The investors, particularly the small investors and those whose pensions depend on equity investments, have lost huge sums in recent years, and any preventive structural or procedural rule changes that might strenghten the integrity of the badly tarnished equity markets are all for the long term good. The public interest has for too long been disregarded in these areas.