Sent: Wednesday, December 17, 2003 3:07 PM
Subject: Rule S7-19-03

Regarding  Rule No. S7-19-03

Dear Mr. Katz:

As an individual investor, and an individual employed as an
investment analyst, I strongly support your commissionƒ_Ts
proposed ruling to give shareholders the ability to nominate
board members.  However, I would prefer to see it go even
further...all shareholders should participate equally in
determining the nominees for the Board of Directors.

Each shareholder holds economic and ownership interests in the
organizations in which they invest.  Thus, each board member, of
each corporation, is employed on behalf of the shareholders of
that corporation and should be chosen by the shareholders of that
corporation.  The existing board and employees of each
organization hold shares in the organization and should have
their preferences and choices voiced with the full weight of
their shares.  However, my interest and other outside
shareholders' interests should be balanced accordingly, share for
share, with those inside the organization.

I thank you for your part in bringing this proposal to fruition
and I urge you to institute the rule.

Sarah McFadden
Sunland, CA