[State of Wisconsin Investment Board letterhead]

VIA EMAIL: rule-comments@sec.gov

December 22, 2003

Jonathan G. Katz, Secretary
US Securities & Exchange Commission
450 Fifth Street, NW
Washington DC 20549-0609

Re: File No. S7-19-03 Proposed Rule on Director Nominations by Shareholders

Dear Mr. Katz:

These comments are submitted by the State of Wisconsin Investment Board (SWIB) in support of the SEC's proposed rule on shareholder access to the proxy for nomination of alternate director candidates.

SWIB manages assets of the 11th largest public pension fund in the US and currently invests more than $66 billion of Wisconsin Retirement System and other public assets. SWIB is a member of the Council of Institutional Investors (CII). As such, we also urge you to favorably consider comments that were previously submitted by CII on the proposed rule.

SWIB provides the following observations that we hope will be of assistance to the SEC when considering final action on the rule:

SWIB's Board of Trustees adopted a policy at its November 12, 2003 meeting, to support shareholders' rights to include alternate candidates on management's proxy pursuant to a process that contains protections against abuse similar to those that have been outlined in the proposed rule. We hope the SEC will proceed with its proposal and enact a final shareholder proxy access rule before the 2004 proxy season gets under way.

If SWIB can be of further assistance, please do not hesitate to contact us.


Keith Johnson
Chief Legal Counsel

cc: Investment Board Trustees
Executive Director