Subject: ATTN: Jonathan Katz, Secretary: copy of letter to Chairman L
 
Date:    11/25/97 5:46 PM
     
     
Jonathan Katz, Secretary
Securities and exchange Commission
450 5th St. NW
Washington DC  20549
     
Dear Sir, 
Enclosed is a copy of my letter to Chairman Levitt, concerning my opinions on 
the proposed change in SEC rules.
     
Arthur Levitt, Chairman
Securities and Exchange Commission
450 5th St. NW
Washington DC  20549
November 24, 1997
     
Dear Chairman Levitt,
     
I am writing to voice my strenuous objection to the SEC"s new proposed rules 
(S7-25-97). If adopted, these rules will all but destroy the rights of 
American shareholders.
     
Please use all your power to stop these proposed rules from going forward. 
Either let the existing rules stand or develop new rules that better protect 
shareholders. American shareholders are counting on you to safeguard our 
rights. Don't let these proposed rules be another set of regulations from 
Washington that favor big business.
     
Today
's shareholder process is a responsible, reasonable approach. It starts a 
process of dialogue between concerned shareholders and corporate management 
to find real solutions to real problems.
     
The process as it stands today is an important tool for protecting my 
financial interests as a stock owner. It is also an important marketplace 
mechanism for promoting corporate accountability and corporate 
responsibility.
     
Shareholders have enormous financial interest in addressing the diverse issues 
raised through the shareholder process. When companies fail to address their 
governance, environmental or social impact problems, shareholders suffer. 
Corporate mismanagement of these issues can seriously effect a company's 
reputation and bottom line.
     
I applaud the SEC for reversing its Cracker Barrel Decision - but the new SEC 
rules have retained and strengthened the anti-shareholder policy of the 
original decision. Reverse Cracker Barrel, but don't let the rest of the 
proposed rules go forward.
     
Mr. Levitt, don't take away shareholder rights. Please leave a legacy of 
upholding the rights of American shareholders. Avoid a firestorm over this 
issue. Stop the SEC's proposed rules from going forward.
     
     
Sincerely,
     
     
Christy A. Bartlett