From: R. Christian Call [r.christian.call.85@alum.dartmouth.org]
Sent: Wednesday, April 07, 2004 9:42 PM
To: rule-comments@sec.gov
Subject: File No. S7-19-03

Ladies and Gentlemen:

I am writing to urge you to enact the proposed Rule 14a-11 (and 
amendments vo various other rules, schedules, and forms) as detailed in 
the SEC's document, "Proposed Rule:  Security Holder Director Nominations".

It has become clear in recent years that corporate mismanagement, 
deceptive accounting practices, and stock price manipulation are of 
epidemic proportion.  Countless honest Americans have lost their 
hard-earned money investing in companies whose corporate directors have 
lied about the companies' financial health.  Those same directors award 
themselves large bonuses and effectively re-elect themselves year after 
year.

Perhaps the most egregious example of this is seen in the case of Lucent 
Technologies, once one of the most widely-held stocks in the U.S.  The 
directors' misrepresentation of earnings, and their deceptive 
revenue-recognition practices, caused a loss of billions of dollars in 
shareholder value when the company was forced to admit to wrongdoing. 
Yet the very same people who lied to their investors then are the ones 
still running the company.  In fact, Lucent CEO Henry Schacht supported 
an award of large sums of money to those same directors, in order to 
retain their supposedly immense and unparalleled talent--the very same 
"talent" that had put Lucent in such a sorry state to begin with.

The directors of many other companies (Tyco, Enron, Worldcom, and MCI, 
to name a very few) have been involved in similar scandals, and have 
happily lost millions of dollars of their investors' money--all the 
while continuing to collect the generous paychecks and bonuses they have 
awarded themselves.

Clearly, the owners (i.e., shareholders) of these corporations have not 
had their interests sufficiently represented.  The current SEC rules 
allow directors to perpetrate their crimes against investors while 
making it virtually impossible for the average stockholder to have a 
voice in corporate governance.  The proposed rule changes would at least 
begin to give shareholders some voice in running their own companies.

I urge you to enact the proposed rule changes.

Yours very truly,
R. Christian Call

278 Gloucester Court
Aberdeen, NJ  07747
rccall@optonline.net