Subject: File No. S7-25-97

Date:    11/21/97 8:44 AM
     
     
ATTN: Jonathan Katz
     
Dear Mr. Katz,
     
I am writing to express my concern about the proposed new rules to 
govern shareholder resolutions. By raising the thresholds of support a 
resolution must garner in order to be reintroduced, the new rules weaken 
shareholder accountability. Even worse, the new rules would grant 
company management the right to refuse to place a proposed shareholder 
resolution on a company ballot unless a filer can successfully petition 
3% of all shareholders - a nearly impossible task with companies valued 
in the billions.
     
This change threatens to undermine the accountability of corporations to 
their stockholders and to the public. Remember that corporate charters 
were originally granted as privileges, for the purpose of serving the 
public good, and corporations were intended to serve the public trust. 
In recent history, shareholders helped push companies toward 
disinvestment from South Africa, sparking the movement which ultimately 
broke the country's apartheid regime. 
     
I hope to see federal government agencies working to keep large 
companies accountable to shareholders, rather than undertaking measures 
that mindlessly follow the agenda of corporate management. Please keep 
me informed about the outcome of this attempt to dis-empower common 
stockholders.
     
Sincerely,
     
Andrew J. Adelmann
2211 Elliot Avenue S.
Minneapolis, MN  55404