From: Howard Winant [hwinant@soc.ucsb.edu]
Sent: Friday, April 18, 2003 8:52 PM
To: rule-comments@sec.gov
Cc: AAFuller@manchester.edu
Subject: (4-461) Comment on the Petition for Rulemaking (SEC File No.
4-461)

  Mr. Jonathan G. Katz, Secretary
Securities and Exchange Commission
Washington DC

Dear Mr. Katz,

As a participant in various TIAA-CREF  annuity and retirement funds, 
I fully support the efforts of the Committee of Concerned 
Shareholders and James McRitchie.  Their Petition for Rulemaking 
(SECFile No. 4-461) is a much-needed reform in the securities 
regulation arena. It is time that democracy should come to the 
corporateballot. Shareholders (the true owners of corporate America) 
should be entitled to a fair and impartial opportunity to elect truly 
independent
Directors. Further, recent corporate events have demonstrated that 
individual Shareholders need an effective means by which corrupt 
corporate practices that violate Directors' fiduciary duties can be 
challenged by the shareholders whos interests are so directly at 
stake in these matters.  Shareholders ought to be able more easily to 
remove derelict Directors  from office via use of the simplified 
Shareholder Proposal procedure. Individual Shareholders should be 
able to act as their own watchdogs when it comes to improving 
corporate governance.

I urge you to employ your considerable influence to bring these 
reforms into effect, not only for the good of shareholders, but also 
for the good of publically-traded firms themselves,and ultimately for 
the good of the economy as a whole.

Sincerely,
Howard Winant
Professor
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Howard Winant
Department of Sociology
University of California
Ellison Hall 2834
Santa Barbara, CA 93106-9430
(805) 893-7465(office and voice-mail)
(805) 893-3324 (fax)
HWINANT@SOC.UCSB.EDU (e-mail)
http://www.soc.ucsb.edu/faculty/winant (URL)
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