September 21, 2007

Nancy Morris, U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549-1090

Dear Securities and Exchange Commission:

It is important that long-term shareholders are able to nominate and elect truly independent directors, in order to hold boards of directors accountable for their actions. The federal courts last year gave all investors a real right to raise issues about director elections through the shareholder proposal process.

Corporate scandals, such as corporate spying at Hewlett-Packard and the stock options backdating scandal at UnitedHealth Group, and, more broadly, excessive executive pay highlight the need for strong and independent boards of directors to oversee management and prevent such abuses.

In general, the right to file shareholder proposals is a critical investor protection, particularly for small investors like me whose retirement savings are invested in public companies.

However, both of the U.S. Securities and Exchange Commission's (SEC's) recently proposed rules (File No. S7-16-07 and S7-17-07) would eliminate these gains and roll back my rights as a small investor. It seems that some commissioners want to take away my right to file most shareholder proposals entirely.

I urge the SEC to prevent this from occurring and to protect my rights as a shareholder by rejecting both of its proposed rules regarding shareholder resolutions related to the election of directors.

David Prystal