Date:    9/5/99 8:04 AM
     
     
Dear Secretary Jonathan Katz & Chairman Arthur Levitt,
     
I am writing as a citizen concerned about disclosure of executive and board 
compensation in proxy statements.  
     
Current disclosure requirements for compensation are inadequate and do not 
provide shareholders with the information necessary to accurately assess these 
compensation packages.
     
I believe the following changes in executive and board compensation disclosure 
would benefit shareholders and the public:
     
1.  Corporations should be required to disclose in their proxy statements the 
relationship between executive compensation and employee compensation. This 
would help investors better evaluate employee-management relations and their 
impact on company performance. Disclosure should include the ratio of average 
employees' compensation to top executives' compensation, growth in average 
employee compensation compared to growth in executive compensation, and full 
reporting of stock options and profit sharing plans for all employees.
     
2.  Currently the SEC allows companies to report the value of stock option 
grants by one of two methods, creating confusion for shareholders who are left 
without a consistent way of evaluating the value of these grants. The SEC should
require all companies to report the present value of stock option grants 
according to a uniform method, such as the Black-Scholes method.
     
3.  The SEC should require that all benefits to members of a company's board of 
directors be reported in tabular form, including: the director's name; the 
amount of any annual retainer fees; the amount of any separate attendance fees; 
the amount of any consulting fees, special assignment fees or other special 
compensatory fees; the number of any shares of stock granted; and the number of 
securities underlying any stock options/SARs granted.
     
4.  The proxy statement should include full disclosure of severance benefits and
deferred compensation for the five most highly paid executives.
     
Please incorporate these recommendations into any current or future proposed 
rules which deal with executive and board compensation disclosure.
     
Sincerely,
Stanley E. Kaden
2109 Pecan Drive
Alomogordo, NM  88310
505-443-8918
skaden@wazoo.com