Subject: S7-25-97 unfair

Date:    11/17/97 2:56 PM
     
     
 I am very concerned about the proposed regulations (S7-25-97) regarding
shareholder resolutions. These new rules would all but take away the small 
shareholder's rights to have our voices heard and  votes counted through 
corporate shareholder ballots and at annual shareholder meetings.
     
It seems to me that these regulations favor corporate management at the 
expense of regular Americans. The "over-ride" clause, for example, would 
require 3% of a company's shares to allow a ballot resolution despite 
management's objections. For most Fortune 500 companies, that means more 
than $1 billion worth of stock! I urge you to consider a more reasonable 
over-ride cap at $10 million. This would ensure access to the shareholder 
ballot for average shareholders working together to make our voices heard.
     
Please don't take away the small investor's tools for protecting our 
financial interests in a company.
     
Sincerely,
     
Jonathan W. Brown
3119 E. Denny Way
Seattle, WA 98122