Subject: File No. S7-25-97 Author: Dale Fitzgibbons at Internet Date: 11/5/97 9:11 AM Jonathan Katz, Secretary Securities and Exchange Commission Dear Mr. Katz: As a Professor of Management I attempt to educate college students about the workings of the SEC and the protection it provides small shareholders who may not be represented by an army of attorneys. It has recently come to my attention that the commission's mission of shareholder protection may be changing. I am strongly opposed to the SECs new proposed rules (S7-25-97). These rules utterly destroy the ability of almost all shareholders, especially samll ones, to participate in a responsible shareholder resolution process. Given that the shareholder voting process is base on the, "one man, one vote" philosophy, these proposed changes seem soundly undemocratic. Shareholders have an enormous financial interest in addressing a diverse range of issues with the companies they own. When companies fail to address their governance, environmental or social impact problems, all stakeholders suffer. Corporate mismanagement of these issues can seriously affect a companys reputation and bottom line. Stop these rules from going forward. Reverse the absurd Cracker Barrel provision but allow the existing rules to stand or develop rules that will better protect shareholder rights. Sincerely, Sincerely, Dale E. Fitzgibbons, Ph.D Associate Professor of Management Illinois State University Normal, Illinois 61791-5580 309-438-5093