Subject: concerned shareholder
Date:    11/24/97 9:20 AM
     
     
Jonathan Katz, Secretary
Securities and Exchange Commission
     
Mr. Katz:
     
I am opposed to the SEC's new proposed rules (S7-25-97). These
rules destroy the ability of almost all shareholders to participate in a 
responsible shareholder resolution process. 
     
Shareholders have an enormous financial interest in addressing a diverse 
range of issues with the companies they own. When companies fail to 
address
their governance, environmental or social impact problems, shareholders 
suffer. Corporate mismanagement of these issues can seriously affect a 
company's reputation and bottom line. 
     
Stop these rules from going forward. Reverse Cracker Barrel but allow 
the existing rules to stand or develop rules that will better protect 
shareholder rights.
     
     
Sincerely,
     
J. DeCarlo
Hyattsville, MD
Jacqueline DeCarlo, Program Director 
Hamilton Fish, Jr. Training Center, 
Immigration and Refugee Services of America