Date: 1/5/98 6:11 PM Allen Wood Iron Workers Local 86 1927-205th ST. SW Lynwood, WA 98036 aldolwood@juno.com RE: File No. S7-25-97 Dear Chairman Levitt: I am writing to voice my strenuous objection to the Securities and Exchange Commission's proposed amendments to rules on shareholder proposals. If adopted, these rules will destroy the rights of individual American shareholders like myself. Under the SEC's proposal, the ability of shareholders to address important corporate governance issues at U.S. companies will be substantially curtailed. Shareholder proposals that have received substantial support from shareholders in the past -- requirements for independent board of directors, elimination of entrenchment devices that insulate management from shareholders, proposals to reign in excessive executive compensation, and proposals addressing important social issues -- would be effectively eliminated if the SEC's proposal goes forward. Please use all your power to stop these rules from going forward. Small shareholders are counting on you to protect our rights. Don't let these proposed rules be another set of regulations from Washington that favor entrenched management over individuals. The process as it stands today is an important tool for protecting my financial interests as a stockholder. It is also an important marketplace mechanism for promoting corporate accountability and corporate responsibility. I applaud the SEC for reversing its so-called Cracker Barrel decision, which barred shareholder resolutions having anything to do with a company's workforce. But the proposed rule renders the reversal meaningless by retaining and strengthening anti-shareholder measures. Mr. Levitt, don't take away my shareholder rights. Please leave a legacy of upholding the rights of individual shareholders. Avoid a firestorm over this issue. Stop the SEC's proposed rule on shareholder proposals from going forward. Sincerely, Allen L. Wood Submit