Subject: S7-25-97
Date:    11/17/97 6:31 AM
     
     
Dear Chairman Levitt:
     
As an investor I take strong exception to the new SEC attempts to reinstate 
the Cracker Barrel Decision in new guise. Yes I want corporate management 
not to be micro-managed. But as an investor I have an interest in my firm. 
At times I am convinced that it is going down a wrong path and I dont want 
to be forced to choose between dumping my stock and ignoring my views. SEC 
regulation does not just exist to protect investors from deceptive 
practices. It exists most fundamentally to honor the fact that stockholders 
are the true owners of such firms. Yet the proposed rules are designed to 
undercut that reality. Why create barriers to stockholder resolutions. If 
most stockholders dont buy the resolution they are disposed in short enough 
order. The real motive for blocking such resolutions is the awareness by 
management that minority resolutions often expose real problems that 
eventually become the sentiment the larger number of stockholders. If so, 
responsive management rises to the challenge and responds to the issues.
     
As we rely more and more on the market, we need the SEC more than ever to 
ensure that the key actors in the market are accountable to the publics 
that that own them.
     
Please discard or drastically revise Cracker Barrel Redux.
     
Danny Steinmetz
Univ. of Michigan/ Offc. of Univ. & Development Events 
Phone(313)647-7908/Home (313) 665-6735