From: Mitch Freedman [FREEDMAN@smtek.com]
Sent: Wednesday, May 08, 2002 12:45 PM
To: rule-comments@sec.gov
Subject: Follow-up: 33-8090 Proposed 8-K change

Regarding my eariler e-mail this morning, may I add a practical proposal to 
my "philosophical" question?  Could the SEC consider, in proposing the new 
rule, add an exemption, in addition to "employee benefit plans" (which I 
read as stock purchase plans), that would exempt the type of stock/stock 
option plans that our directors receive stock/stock options every quarter in 
lieu of cash for attending meetings during each quarter?

As I noted, the purpose of the new SEC rules are designed to let 
stockholders know of potential financial changes in the company by watching 
the grant or exercise of stock or stock options of directors and officers.  
Our stock/stock option plan for non-employee directors is much more akin to 
an "employee benefit plan."  Therefore, we should be exempted from the 
proposed rules.   I realize the way the proposed rules are currently 
written, that would not be the case.  Therefore, I request the SEC to 
consider adding this exemption.

Thank you.

Mitchell J. Freedman
General Counsel
SMTEK International, Inc.
May 8, 2002