Subject: File No.

Date:    11/2/97 7:16 PM
     
     
Jonathan Katz, Secretary
Securities and Exchange Commission
     
Dear Mr. Katz:
     
As a retiree entirely dependent on stock and bond dividends for my 
livelihood, I am concerned about the new proposed rules as contained in 
File Number S7-25-97, mainly because they don't go nearly far enough in 
restoring the rights of ourselves, the actual owners of publicly-held 
for-profit corporations, to exercise those rights which other property 
owners take for granted. The shareholder resolution process may be a 
nuisance to management, but sometimes managements do get out of touch 
with the world outside their immediate purview and begin to steer 
shortsightedly; thus they need that gadfly sting to wake them up before 
they get the whole company into serious trouble.  
     
I worry about shareholder activists having to sue the organization they 
supposedly own a portion of, with associated nuisance and expense, merely 
in order to bring to a vote a resolution that could have been dispensed 
with, one way or the other, within the space of an annual meeting.  I 
worry even further about those activists, more concerned with their cause 
that with the welfare of the company, who, denied the shareholder 
resolution route, will resort to publicity campaigns that undercut and 
embarrass us all.  Finally, well, it just seems to me that managements are 
getting less accountable, to the point where they are in danger of 
forgetting that they work for us.
     
     
Sincerely,
     
Joan Howe
12 Simond Hill Road
Hubbardston MA 01452