Subject: RE: File No. S7-25-97 
Date:    11/25/97 6:25 PM
     
     
ATTENTION:  Jonathan Katz
     
        I am opposed to the changes proposed regarding shareholder
resolutions:  changing thresholds to 6, 15 and 30 percent does not take 
into consideration the enormous difficulty in communicating with other 
shareholders.  It is difficult enough with the current 3, 6 and 10 
percent rule.  The change would further stifle the small investor.
     
        I am also opposed to the change which allows management and directors
to decide whether or not to place a resolution on the ballot for the 
annual stockholders meeting.  A corporation publicly held is responsible 
to all, including shareholders, not merely management and boards of 
directors.  Again, this is a rule change which will silence the small 
investor.  
     
        If these changes were being made in the political sphere rather than
the financial, it would be analogous to allowing congresspeople to pass 
on whether their putative opponent(s) were worthy of running against 
them (in the case of placement on the ballot); and in the case of upping 
the percentage of support garnered in succeeding elections, it is 
denying the small investor the right to be heard.  It takes time to get 
people to listen to ideas.  Don't make it harder to be heard.
     
                                Sincerely,
     
                                Phil Loney      
                                107 Blackberry Lane
                                Sewanee, TN 37375-4017