From: Jspears@tweedy.com
Sent: Tuesday, January 13, 2004 9:51 AM
To: rule-comments@sec.gov
Subject: Investment advisor, Tweedy, Browne Co. LLC, comment on File No. S7-19-03: 
Security Holder Director Nominations

Attached document uses Microsoft Word 2002 Version 10 SP-1 software.

We repeat our earlier comment letter in the attachment below. We are not pleased 
with the proposed Proxy Rule changes. The requirement that the person seeking proxy 
access ( to put forth a director nominee) be a shareholder for at least one year is 
an abrogation of shareholder property rights. The proposed Proxy Rule changes do not 
solve the basic corporate governance problem that Ben Graham wrote about in his book, 
Security Analysis, 70 years ago. Ben Graham's description of the corporate governance 
problem that existed in 1934 is included in the attached comment letter below. 

(See attached file: SEC.doc at 
http://www.sec.gov/rules/other/s71003/tweedybrowne061903.txt)


Sincerely,


John Spears
Managing Director
Tweedy, Browne Company LLC
350 Park Avenue
New York, New York 10022
Tel. 212 916 0600


The information contained in this e-mail message is intended only for the use 
of the individual or entity named. If the reader of this message is not the 
intended recipient you should not disseminate, distribute or copy this e-mail. 
If you have received this communication in error, please notify us immediately 
by e-mail (postmaster@tweedy.com) and destroy the original message.

E-mail transmissions cannot be guaranteed to be secure or error-free. We cannot 
accept liability for any errors or omissions in the content of this message. 
This message is provided for informational purposes and should not be interpreted 
as any offer regarding any financial instrument.

In accordance with firm policy, all e-mails sent to and from Tweedy, Browne 
Company are subject to review.

Thank you