Subject: SEC File No. S7-25-97
     
November 24, 1997
     
     
     
Jonathan Katz, Chairman
Securities and Exchange Commission
450 5th St., NW
Washington, DC  20549
     
Mr. Katz,
     
The SEC's proposed rules (S7-25-97) to limit the ability of shareholders to 
place items on the agenda of corporate shareholder meetings would be a 
serious setback to ownership rights in the United States of America.
     
What makes corporate capitalism worthwhile in a pluralistic polity like 
ours is the ability of average citizens and non-economic institutions to 
hold ownership rights in private enterprise.  The arrangements of corporate 
capitalism have a weakness, though, in that scattered owners of shares have 
limited ability to express their wishes to the day-to-day managers of the 
corporation.  Even election of directors is an imperfect mechanism.  For 
these reasons, the shareholder meeting must be as open and democratic as 
possible.  The SEC's proposal would diminish shareholders' ability to 
express themselves in these meetings and to put many important, 
far-sighted, strategic issues on the agenda.
     
If the SEC destroys shareholder influence over the corporations they own, 
it is effectively expropriating shareholders.  This measure would turn 
control of corporations over to managers exclusively, which would strangely 
exempt corporate managers from the Madisonian system of checks and balances 
that applies to all levels of government in the United States, federal, 
state, and local.
     
In short, the SEC's proposed measure violates the spirit of governance in 
which Americans believe.  If put in effect, it would damage democratic 
pluralism and far-sighted management of American enterprises and resources.
     
Please pull your proposed rules (S7-25-97).
     
Sincerely,
     
     
     
Andrew Lohmeier, Ph. D.