From: S. Auchincloss [sauchincloss@earthlink.net]
Sent: Sunday, June 01, 2003 9:02 PM
To: rule-comments@sec.gov
Subject: Comment RE: S7-10-03

Dear Sir or Madam,

	Thank you, SEC, for considering reform of the proxy rules.  I strongly 
support such reform.  I own stock and mutual fund shares.  I have been 
shocked at the amount they diminished in value over the last couple of 
years.  And I have been shocked to learn how little the boards of directors 
of the companies seem to have done to maintain the value of my 
shares.  Every million dollars that goes into top management pay comes from 
my pocket.

	Yet, what can you expect?  I have also learned that directors are 
nominated by management, so they do not represent any other point of view 
than management's.  I strongly favor a provision that allows major 
shareholders to nominate directors.  If such directors are elected they 
would at least be responsive to the class of shareholders who elected 
them.  I simply cannot believe that companies have to pay more than a 
million dollars or so a year to get excellent talent to run them.  The 
system definitely needs reform.

	And I look for reforms of the proxy system.  In the last couple of years 
many shareholders have asked their companies to consider changing course on 
the environment and other issues.  Even when 20% or more of the 
shareholders vote in favor of a resolution, management often just ignores 
it and continues what it was doing.  I urge the SEC to do something to make 
companies more responsive to all their constituents.  Companies are now 
such large economic actors that they need to consider their impacts on all 
shareholders, especially the pension funds that, effectively, represent the 
entire population.

	Thank you for you consideration.  I look forward to reading more about the 
SEC reforming the proxy system and the election of directors.

	Stuart Auchincloss


Stuart and Susan C. Auchincloss
367 Strawtown Road
New City, NY  10956
Tel. (845) 639-6972
Fax (845) 639-7032