From: Michael Sondow [msondow@iciiu.org]
Sent: Friday, April 04, 2003 10:38 PM
To: rule-comments@sec.gov
Subject: SR-DTC-2003-02 - SEC: Proposed Rule on Restriction of
Withdrawal of Stock Certificates from Depository Trust Corp to
Shareholder Action

Dear SEC-

Regarding the proposed rule that would restrict the withdrawal of stock
certificates from the DTC to shareholder action, rather than by company
request:

This rule should not be passed because, by permitting the settlement of
so-called "short" trades by traders not holding share certificates, the
Depository Trust Corporation has shown itself to be incompetent to
uphold the law and stop illegal naked short selling, if not complicit in
such practices, and therefore a copmany's only protection from an attack
on its stock by such criminal activity may be to withdraw unilaterally
from the DTC settlement system.

If the SEC cannot prevent illegal short selling, and is unable to police
and regulate the DTC to make certain rules are being followed, it must
allow the companies whose shares are under attack to protect their
investors by withdrawing those shares from the system - the DTC - where
they are vulnerable to such attacks.

In the end, a free market will correct abuses. But if the SEC constrains
the market, by regulating how and where a company may settle the trades
of its shares, in a way that results in unfair practices by which
individual investors are hurt, it is guilty of both denying the play of
free market forces and of forcing investors and companies into an
obligatory system of abuse.

In short, the proposed rule will foster further abuses and undermine the
already decreased public confidence in the stock market.

Yours,
Michael Sondow
(A concerned private investor)