P.O. Box 185
Taos, New Mexico 87571
     
November 7, 1997
     
Arthur Levitt,  Chairman
Securities and Exchange Commission
450 - 5th Street, NW
Washington, DC 20549
     
     
Dear Chairman Levitt:
     
I am writing to voice strenuously my objection to the SEC's new proposed 
rules (S7-25-97). If adopted, these rules will virtually destroy the rights 
of American shareholders like myself.
     
Please use all your power to stop these proposed rules from going forward. 
Small shareholders like me are counting on you to protect our rights. Don't 
let these proposed rules be another set of regulations from Washington that 
favor big business. Either let the existing rules stand or develop new rules 
that better protect shareholders' rights. American investors are counting on 
you to safeguard our rights.
     
Today's shareholder process is a responsible, reasonable approach. It 
starts a process of dialogue between concerned shareholders and corporate 
management to find real solutions to real problems. As it stands today, the 
process is an important tool for protecting my financial interests as a 
stock owner. It is also an important marketplace mechanism for promoting 
corporate accountability and corporate responsibility.
     
Shareholders like me have enormous financial interest in addressing the 
diverse issues raised through the shareholder process. When companies fail 
to address their governance, environmental or social impact problems, 
shareholders suffer, and more often than not, our planet  and its 
inhabitants suffer too. Corporate mismanagement of these issues can 
seriously affect a company's reputation and bottom line. For example, 
Texaco management's failure to deal with workplace discrimination cost 
shareholders millions of dollars.
     
Mr. Levitt, don't take away my rights as a shareholder. Please leave a 
legacy of upholding the rights of individual shareholders by stopping the 
proposed SEC rules from going forward.
     
Sincerely,
     
     
     
M. Jane Engel
     
     
cc. Senator Alfonse D'Amato, U.S. Senate
      Senator Paul Sarbanes, U.S. Senate
      Senator Jeff Bingaman, U.S. Senate
      Senator Pete Domenici, U.S. Senate
      Representative Steve Schiff
      Representative Joseph Skeen
      Representative Bill Redmond