Date:    1/12/98  9:52 AM
     
Michael Calabrese
Center for National Policy
One Massachusetts Ave, NW
Washington, DC
20001
cnp@access.digex.net

RE: File No. S7-25-97
     
Dear Chairman Levitt:
     
I am writing to voice my strenuous objection to the Securities and Exchange 
Commission's proposed amendments to rules on shareholder proposals. If adopted, 
these rules will destroy the rights of individual American shareholders like 
myself.  
     
As a former shareholder activist, I agree that the Commission should overturn 
its blanket exclusion of workforce-related proposals under Cracker Barrel; 
however, the Commission would be undermining both shareholder rights and 
corporate accountabiliiy if it refuses to take a position on the exclusion of 
shareholder proposals when management alleges a "special interest" or "hidden 
agenda."  Both U.S. Constitutional principle and practicality dictates that it 
should be the substance and not the motive of a shareholder proposal that 
determines its relevance for consideration by the company's owners.
     
Under the SEC's proposal, the ability of shareholders to address important 
corporate governance issues at U.S. companies will be substantially curtailed. 
Shareholder proposals that have received substantial support from shareholders 
in the past -- requirements for independent board of directors, elimination of 
entrenchment devices that insulate management from shareholders, proposals to 
reign in excessive executive compensation, and proposals addressing important 
social issues -- would be effectively eliminated if the SEC's proposal goes 
forward.
     
Please use all your power to stop these rules from going forward. Small 
shareholders are counting on you to protect our rights. Don't let these proposed
rules be another set of regulations from Washington that favor entrenched 
management over individuals.
     
The process as it stands today is an important tool for protecting my financial 
interests as a stockholder. It is also an important marketplace mechanism for 
promoting corporate accountability and corporate responsibility.
     
I applaud the SEC for reversing its so-called Cracker Barrel decision, which 
barred shareholder resolutions having anything to do with a company's workforce.
But the proposed rule renders the reversal meaningless by retaining and 
strengthening anti-shareholder measures.
     
Mr. Levitt, don't take away my shareholder rights. Please leave a legacy of 
upholding the rights of individual shareholders. Avoid a firestorm over this 
issue. Stop the SEC's proposed rule on shareholder proposals from going forward.
     
Sincerely,
     
     
Michael Calabrese
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