Subject: File No.S7-25-97

Date:    11/18/97 6:24 PM
     
     
Chairman Arthur Leavitt 
Securities and Exchange Commission
     
     
Dear Chairman Leavitt:
     
I am writing to make known my serious objection to the SEC's 
proposed rules (S7-25-97).  These rules, if adopted, would seriously 
undermine the shareholder process and give companies free license to
make dangerous, shortsighted management decisions without review by, or 
accountability to, their investors.
     
Today's shareholder process is a responsible one and a powerful tool of 
democracy.  Shareholder participation in corporate governance has led to 
many important changes in corporate behavior.  For example: the 
establishment of clear standards for corporate environmental behavior, 
divestment in South Africa, and an end to the use of child labor and 
corporate governance, to name a few.  As I college student, I was 
personally involved in leading a student movement to revise the college's 
investment policies, and I was in close contact with the American Baptist 
Churches, who act as shareholders to influence corporate policies and 
encourage corporate responsibility.  This is extremely important to me.
     
The shareholder process allows for dialogue between shareholders and 
corporate decision-makers and helps find real solutions to urgent 
social, environmental, labor and human rights issues. The following 
provisions are especially problematic:
     
*  The new rules would block shareholder resolutions that address less 
than 3% or $10 million of a company's business.  This provision would 
effectively eliminate many emerging issues or business practices that 
are not easily measured in dollars such as sweatshop labor or pollution. 
     
The new rules provide an automatic qualification for any resolution 
sponsored by the owners of 3% of a company's shares of stock.  For most 
Fortune 500 companies, 3% of the shares means more than $1 billion worth 
of stock, which means only the biggest investors could wield this kind of 
clout. This is grossly discriminatory.
     
Please protect the rights of American shareholders to address 
irresponsible corporate behavior through the shareholder resolution 
process and stop these regulations from going through. 
     
Sincerely,
Kevin Maness
617 N. Monroe St.
Media, PA  19063-2505