Subject: File No. 4-585
From: Harold C. Faulkner III

May 30, 2009

Dear Sir or Madam,

I am opposed to change in ruling F-585 since if implemented, it would severely understate a understate the value of compensation for a company executive. Using their example, they wish to show that if stock awards or options decrease in value over the year they have a negative value at the end. However, they still have a positive value. They could only have a value of $0. If the stock price decreased to zero.


Harold C. Faulkner III