Subject: ref file No.S7-25-97

Date:    11/23/97 6:16 PM
     
     
(attn.)Mr. Jonathan Katz:
Dear Sir:
        We vehemently oppose the proposed rule weakening the powers of stock
holders
and enhancing the authority of CEOs and interested directors.
        Please remember that the purpose of the SEC is to protect the integrity
of
the corporate system and the commerce in stocks and other corporate related 
instruments. Any move to reduce the interests of the actual stockholders will 
ultimately threaten the viability of the entire system.
        The proposed rules are a small but significant threat to the stability
of
the system and especially the confidence of the investors in it.
        Sincerely
                Arthur R. Mink
                Lynn Mink
                169 Power Ave. 
                Seattle, WA 98122-6545