Sent: Wednesday, December 17, 2003 5:03 PM
Subject: File No. S7-19-03


December 12, 2003

Jonathan G. Katz
Secretary
U.S. Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549-0609



Re:	File No. S7-19-03


Mr. Katz:

I would like to thank the Securities and Exchange Commission for 
considering shareholder proxy access, a reform for which investors 
have fought for over sixty years.  I support the current proposal, but 
there are a few changes that I think could strengthen the rule and 
provide real accountability to the boards that need it most.

. Proxy access should be triggered when a company fails to act 
on a shareholder proposal that wins a majority vote.

. The triggering percentage of votes withheld from a director 
should be lowered to at least 20 percent, and calculated according to 
votes cast rather than shares outstanding.

. Access should be immediate.

. Companies should disclose any bylaw, charter or state-law 
changes that would affect the access procedure.

I trust that the commission will recognize the overwhelming public 
support for this reform, and that you will remain strong as you face 
the tremendous resources of those who oppose it.  It is certain that 
there are more of us than them.

Sincerely,
 
Michael Scott