CILLUFFO ASSOCIATES, l.p.
160 Broadway, East Building, New York, New York 10038

Office of
Frank J.A. Cilluffo
Portsmouth, New Hampshire 03801
Telephone: 603 433-0929
Fax: 603 433-1979

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

RE: Petition for Rulemaking 4-461

Dear Mr. Katz:

I am writing to comment on the petition for rulemaking filed by the Committee of Concerned Shareholders ("Committee") and James McRitchie to modify provisions of SEC Rule 14-a-8(i) to use Shareholder Proposals for the purpose of electing Directors.

I support this petition. As an investor and as a director of public companies I have been deeply distressed by the deterioration in management credibility and financial reporting transparency. The abuses in the area of executive compensation over the past decade are the symptom of a serious perversion of capitalism. It is meaningless to speak of the independence of directors as long as they are all selected by the CEO. The result is a closed loop with regard to information and oversight.

The growing support for shareholder resolutions has been heartening, but those resolutions are precatory only. Companies are free to shrug them off, and shareholders have no recourse without spending millions of dollars to run a dissident slate. I strongly urge the SEC to adopt the rule proposed in this petition.

Sincerely,

Frank J.A. Cilluffo