From: Dorothy Coleman [dcoleman@nam.org]
Sent: Monday, February 09, 2004 2:34 PM
To: Secretary Jonathan Katz
Subject: Re: File No. S7-19-03

Dorothy  Coleman
5700 Marengo Road
Bethesda, MD 20186


February 9, 2004

Secretary Jonathan Katz
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC  20549-0609


 Secretary Katz:

As a company shareholder, I strongly urge the Securities and Exchange 
Commission to reconsider its proposal to allow groups of shareholders 
streamlined access to the director nomination process.  I believe that 
this proposal, while well-intended, has the potential to do much more harm 
than good.

The proposal, which would permit any group of shareholders holding more 
than five percent of the company’s stock to place up to three director 
nominees on the company's proxy statement and proxy card for two years, 
would enable special interest groups to advance their own agendas to the 
detriment of the company, its shareholders, and the smooth operation of 
the board of directors.

Moreover, rather than benefiting individual shareholders like myself, this 
proposal, if finalized, would disrupt the corporate boardroom and distract 
the board’s attention from corporate performance.   I would much prefer 
that my company’s board stay focused on the business and creating value 
for the shareholders.

Thank you in advance for your attention to this important matter.

Sincerely,


Dorothy Coleman