From: Barbara Shea [bshea@beld.net]
Sent: Sunday, August 18, 2002 1:02 PM
To: rule-comments@sec.gov
Subject: S7-21-02

Chairman Pitt:

(1)  I support the certification procedure you have instituted as a good
first step; a lot more needs to be done.  I would ask that you don't assume
that the executive signatures mean the financials are accurate and that you
investigate as many of them as feasible.  I have no doubt some executives
would sign deceptive financial reports hoping (knowing?) you will not verify
them.  (It does appear that the words "according to my knowledge" is a
loophole that the CEOs and CFOs will find very comforting.  I do not.)

(2)  I am distrustful of statements such as "according to Generally Accepted
Accounting Procedures" since I suspect these procedures were written by
those who would profit by them and thus are skewed in favor of business.
The same holds true for the Federal Accounting Standards Board.

(3)  As for Enron, WorldCom, Global Crossing, et al....these executives are
criminals in 3-piece suits but they are still criminals.  They were
motivated by greed and ego and thus they need to be humiliated by going to
prison and relieved of their monetary gains no matter how or where they have
hidden them.

(3a)  I understand that Global Crossing NEVER made a cent of profit so I
assume the only funds in that enterprise were investor funds.  If that's the
case, I don't understand how Gary Winick thought any of that money was his -
my common sense tells me that was plain old theft.

(4)  I believe a company's earning/profits as shown on its financial reports
should be the same as it reports to the Internal Revenue Service or, at the
very least, its investors should have access to that information as reported
to the IRS.

(5)  Members of Boards of Directors should be held equally responsible for
any deception perpetrated by company executives.  Otherwise, they serve no
purpose other than to drain more money from the companies.

(6)  Salaries, stocks, options, loans (never repaid) and other benefits
doled out to senior executives are obscenely excessive.  I would like to see
their whole remuneration package tied percentagewise to the remuneration
package of their lowest paid worker(s).

(7)  If stock options are to be expensed, there shouldn't be three different
ways to do so.  There should be a determination re the best way and every
company should have to treat them the same.  Personally, I would like to see
options eliminated and replaced by stock shares that could not be sold for
six months to a year after the executive leaves the company.

Barbara Shea
Braintree, MA 02184