Subject: File No. S7-19-03
From: Kent Welton

August 2, 2004

To: SEC chairman
From: Kent Welton
Re: Pro-Con Proxy statements


As an investor I am put off by the fact I am asked to vote on corporate issues where accompanying proxy information always presents only the "pro" case of management. There is never any "con" statement for investor/stockholders to balance against the managment's case.

Every proxy from management should contain a "con" statement detailing the reasons NOT to vote for a particular proposal. As things stand, its like Soviet Russia - i.e. one candidate, one platform, one question, one answer.

Without a credible balance of information the stockholders are just uninformed sheep doing the management's bidding... making predation and conflict of interest inevitable.

If there is anything the SEC should be doing it is balancing the equation here and seeing that, by law, management's arguments are countered in proxy statements. My guess is this would not only make shareholder democracy more of a reality but, also, keep management clear of the type of self-interested dealings that abound, and which arise from a lack of truly independent board members whose concerns do not, at present, get translated into "con" statements in proxies.

I can't think of any other action which woudl do more to raise investor confidence in the marketplace... and in the SEC.

Kent Welton,