From: george.cravens@mindspeed.com
Sent: Monday, March 29, 2004 3:23 PM
To: rule-comments@sec.gov
Subject: Proxy voting rules are a fraud and must be changed

While the proposed changes are a far cry from enough to make the proxy vote
process at all meaningful, at least they are a tiny step in the right
direction.  The current rules are a complete fraud since a system where the
only option is to vote for a board-nominated candidate or withhold means
that there is no real vote (a real vote would mean that there are options
and a "no" is far different from "lack of yes".

Given the long and continuing string of scandals, you mist show at least
the appearance of independence by not caving on to insider pressure on
these proposed changes.  In addition, real changes need to be proposed, or
eventually they will be forced on you by congress (and considering their
impressive ability to screw up everything they touch, that could only end
badly).

                                                - Sincerely,
                                                  George Cravens
                                                  A concerned investor