From: Carpenter Russell [mailto:RCarpenter@ducaero.com]
Sent: Tuesday, March 30, 2004 7:19 PM
To: rule-comments@sec.gov
Subject: S7-19-03

I wanted to write to let you know that I emphatically support the proposed rule regarding security holder and director nominations.

Giving shareholders the power to place nominees on the ballot for board of directorsí positions for the companies that they own is clearly a major step in the right direction. I cannot fathom how any system for nominating and electing board members that makes it more difficult for the owners of the business (the shareholders) to nominate board members than it is for the employees of the business (the board members themselves) to nominate board members serves the interests of shareholders. After all, the board members work for the shareholders.

Furthermore, giving shareholders the power to more easily nominate and elect true outsiders to the board (rather than simply having nominees determined by current sitting board members) would go a long way to serving as a check against some of the all too notorious and all too common corporate scandals that have recently plagued our businesses, our capital markets, and our country.

Regulation FD was and is an excellent step in the right direction, one that was fought by many corporate insiders.

Sarbanes-Oxley was and is an excellent step in the right direction, one that was fought by many corporate insiders.

And this proposed rule change would be one more meaningful and important step forward in that direction.

Regards,

Russell Carpenter