Subject: File No. S7-19-03
From: Doug Matthes

October 13, 2004

The Honorable William H. Donaldson
U.S. Securities and ExchangeCommission

Dear Mr. Chairman,

As an electronic engineer working in the United States commercial electronics industry since 1982, I urge you to reconsider the FASB proposal to expense stock options. Stock options have been integral though out my career in providing a strong motivating force and through out the industry, enabling an entrepreneurial spirit to excel this vital economic growth engine.

Thank You for your attention, I look forward to your response.

Sincerely, Doug Matthes
Principle Engineer