Subject: Proposed new rules

Date:    11/19/97 7:21 PM
     
     
Jonathan Katz, Secretary
Securities and Exchange Commission
     
Dear Mr. Katz,
        I am a concerned shareholder of several hundred thousand dollars in
stocks.
     
        I am completely opposed to the SEC's new proposed rules (S7-25-97). 
These
rules destroy the ability of almost all shareholders to participate in a 
responsible shareholder resolution process.
     
Shareholders have an enormous financial interest in addressing a divers range 
of issues with the companies they own.  When companies fail to address their 
governance, environmental or social impact problems, shareholders suffer.
 Corporate mismanagement of these issues can seriously effect a company's
reputation and bottom line.
     
Stop these rules from going forward.  Reverse Cracker Barrel but allow the 
existing rules to stand or develop rules that will better protect shareholder 
rights.
     
Please kindly let me know what action you take.  Thank you for your attention 
and concern.
     
Sincerely,
     
Belinda Donnenfeld