Subject: File No. S7-25-97

Date:    11/21/97 1:34 PM
     
     
Attn: Jonathan Katz;
     
RE: File No. S7-25-97
     
I beleive that if the rules propose by the S.E.C.are adopted they will 
weaken any chance the shareholders have of controlling coperate 
managements excesses; for example, economic or environmental impact.
     
The S.E.C. would be granting to coperate management a power original 
held by the S.E.C.; that is, determine if a resolution would qualify for 
shareholder consideration. In the past, corporations have done 
everything they could to wear down the rights and well being of all 
corporate shareholders.
     
The chairman & the current commissioners of the S.E.C. seem to have 
forgotten that common stockholders are the owners of American industry 
and through the proxy could have managenment brought to task for 
malfeasance. Were not, corporations originally chartered to serve the 
public trust, as subordinate entities to a sovereign public? Was not, a 
corporate charter a "privilege" granted to an enterprise formed "for the 
public good."
     
I hope my comments are reviewed and consideration given.
     
Your truly,
     
Robert Gunther
507 Moffitt Blvd
Islip NY 11751-3020
     
FAX: 516 277-1167
E-Mail: rgunther@fnol..net