From: Coy Shepherd [coylshep@comcast.net]
Sent: Monday, March 29, 2004 10:32 PM
To: rule-comments@sec.gov
Subject: S7-19-03

 Gentlemen:

I urge you to adopt more stringent rules for Corporate Governance.  The present
proposal that would enable shareholders to in fact have a chance to actually
influence the election of Directors to the Boards of Directors of publicly owned
Corporations is a step in the right direction.  The rash of scandals that we've
seen recently in Corporate America is outrageous!  Further evidence of Boards
failure to exercise due diligence over management is the obscene salaries and
benefits lavished on the managers they are supposed to be regulating and all at
the expense of the owners of the Corporation, the shareholders!  For the sake of
restoring confidence and trust in the market and a sense of fairness to the
owners, please support this effort to give the shareholders a voice in Corporate
Governance.

Coy L. Shepherd
coylshep@comcast.net
Knoxville, TN