From: Eliot Cohen []
Sent: March 19, 2004
Subject: File No. S7-19-03

Dear Friends,

I listened to your Roundtable webcast last week. I heard nothing to change my previous comments, that the proposed rule is a minimal first step that does not go nearly far enough toward making directors accountable to the shareholder to whom they owe a legal duty rather than members of management that the directors are supposed to supervise.

The corporate insider arguments voiced against this modest proposal were spurious, disingenuous or outright wrong. Along with the scandalous string of board oversight failures in recent years, those empty words provided ample evidence that the Commission cannot continue to rely on the good faith of management-- "we listen to shareholders"-- for accountability that it has spectacularly failed to deliver.

Do not fail investors.

Thank you.

Eliot Cohen
Silver Spring, MD