Sent: Wednesday, December 17, 2003 11:33 AM
Subject: File No. S7-19-03, Security Holder Director Nominations

Jonathan G. Katz
Secretary
U.S. Securities and Exchange Commission
450 Fifth Street NW
Washington, DC  20549-0609

Re: File No. S7-19-03, Security Holder Director Nominations

Dear Mr. Katz:

I am writing to you to provide comments on the Securities and
Exchange Commission ("SEC") proposal to require companies to
include shareholder nominees for director in company proxy
materials under certain circumstances.

I believe that requiring companies to include shareholder
nominees in their proxy materials is not good corporate
governance.   The combination of these proposed rules - -  the
stripping of the retail holders' votes through cutbacks in the
NYSE 10-day rule, and the wholesale shift of voting authority to
unregulated proxy voting organizations - -  will create
substantial unlegislated and inappropriate changes in U. S.
corporate governance to the detriment of issuers and their
shareholders.

I urge the SEC to allow the corporate governance reforms adopted
by Congress, the SEC and the securities markets to be fully
implemented before proceeding with additional regulation.  With
the increased independence of boards of directors, the
strengthened role and independence of nominating committees and
the enhancement of shareholder-director communications, I believe
that the issues that led to calls for shareholder access will be
addressed.  If the SEC nevertheless concludes that changes in the
director election process are necessary, then I believe it is
necessary to substantially revise the proposed rules to better
target them to non-responsive companies.

Thank you for considering these concerns about the proposed
rules.

Sincerely,

Andrew S. Grove
Chairman,  Intel Corporation