Subject: Proposed Rules (S7-25-97)
 
Date:    11/22/97 12:19 PM
     
     
     
Jonathan Katz, Secretary
Securities and Eschange Commission
     
Mr. Katz:
     
I am a small investor who cares about the way companies do business.  I 
avoid companies that are involved with nuclear power, arms trading, sweat 
shops, and tobacco.  I suppose that I am the type of investor these new 
rules are aimed at.
     
I am completely opposed to the SEC's new proposed rules (S7-25-97).  These 
rules destroy the ability of almost all shareholders to participate in a 
responsible sharehold resolution process.
     
Shareholders have an enormous financial interest in addressing a diverse 
range of issues with the companies they own.  When companies fail to 
address their grovernance, environmental or social impact problems, share 
holders suffer.  Corporate mismanagement of these issues can seriously 
effect a company's reputation and bottom line.
     
Stop these rules from going forward.   I am very concerned and 
disappointed to see the SEC propose rules so very injurious to investors. 
These are the type of rules I would expect to see originating with very 
procorporate interest which favor top managers over all else.  Is the SEC 
now the handmaiden of over compensated company officers with fat 
compensation packages to protect?
     
Sincerely,
     
Marlene Bundy
306 West Grand Avenue
Dayton, OH  45405