From: Alfred Schwartz [pointlobos@comcast.net]
Sent: Thursday, April 18, 2002 12:55 PM
To: rule-comments@sec.gov
Subject: new disclosure rules (S7-09-02)

Sir:  As a successful investor and CPA, I make the following comment:

You are completely missing the point! The disclosure issue is ridiculous since most of the things to be disclosed should be more properly felonies. Your focus should be on preventing gigantic loans to officers, poison pill provisions, giant severance packages, etc., which no stockholder in his right mind would approve of. Officers and directors with minuscule ownership interests can freely do things obviously against the interests of the company's "owners", the public shareholders, without fear of retribution. Shareholders have no say in these matters due to the difficulty in getting their desires fulfilled. But ,of course, you know all this. So you will play around with disclosure rules, which will not help the average investor in the least. The more informed, such as me, have no trouble avoiding these situations. If you want to do something useful, make it easier for the majority shareholders to reject outrageously greedy moves by management. Make it much easier to sue directors.

Al S .