From: Kenneth Utting [mailto:kutting@bellsouth.net]
Sent: Tuesday, March 30, 2004 6:50 PM
To: rule-comments@sec.gov
Subject: S7-19-03

I support the SEC's proposed rule changes on Security Holder Director Nominations. For many years, I have always withheld my votes for all nominees to the Board of Directors, for all the companies I hold shares in. This has not been because I have felt that these particular Directors needed to be replaced, but because I am convinced that the system for electing them is inherently unfair, and is not really an election at all. The system as it stands encourages poor corporate governance, because there is no real accountability for either Directors or the Management they are supposed to oversee. The proposed rule changes, in my opinion, are timid steps down the path towards a fair system that will encourage true oversight of corporate management teams, and would probably not be enough to have averted, for example, the Tyco or Enron debacles. But they are nevertheless steps down that path, and will help lead to a stronger system of running our corporations, stronger investor confidence in management, and a stronger national economy.

The proposed rule changes are the right thing to do. Please adopt them as soon as possible.

Sincerely,
Kenneth Utting
Jacksonville, Florida