Date:    12/13/97 6:24 AM
     
     
To the SEC:
     
             I am writing because I am concerned about the effect of
your proposed regulations (S7-25-97) on the small investor. These
new rules seem to effectively take away the small shareholder's rights 
to have their voices heard and their votes counted through corporate 
shareholder ballots and at annual shareholder meetings. 
     
             The regulations do nothing for the small investor and
everything for big business. Take the "over-ride" clause, for example. 
3% of a company's shares are needed to allow a ballot resolution despite 
management's objections. For most Fortune 500 companies, 3% means more 
than $1 billion worth of stock! Please consider keeping the over-ride 
idea but only with a $10 million dollar cap. This is a reasonable manner 
to ensure access to the shareholder ballot for average shareholders-it 
will give small shareholders a reasonable goal to reach in combining 
their voices, not an impossible one as with the 3% proposal.
     
             Increasing the percentage needed to reintroduce an issue is
another example of how the new regulations favor corporate management at 
the expense of regular Americans. Please let the existing resubmission 
thresholds stand. Don't take away small investor's tools for protecting 
their financial interests in a company. Reconsider your regulations.
     
Sincerely,
     
Fred Lanphear