From: David Shuldiner [dgs80w@bellatlantic.net]
Sent: December 21, 2003
To: rule-comments@sec.gov
Subject: File No. S7-23-03


Kanagawa Holdings LLC
80 West 12th Street
New York, NY 10011-8660
212-255-2859/dgs4@yahoo.com

December 21, 2003

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

Re: Rule-Making Petition 4-483

Dear Mr. Katz:

We are strongly in favor of the subject rule making request. It is a pity that the current rules afford an easy exit strategy from regulation for those who lay blame on Sarbanes-Oxley but have more nefarious axes to grind with their stockholders.

We don't know what SEC's decision will be in this matter. However, more and larger companies are heading for the door, which indicates to us that the securities bar presumes that the rules may change.

While a favorable decision would be welcome, we fear that if the SEC defers such decision for too long, all of the companies desirous of removing themselves from the securities regulation will have already done so.

Sincerely,
David Shuldiner