November 24, 1997

  Arthur Levitt, Chairman

  Securities and Exchange Commission

  450 5th St., NW

  Washington, DC 20549

  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 shareholders.  I am a small
investor but I cherish the opportunity to voice my
opposition or support to proposals presented at annual
meetings of companies I support with my investments.  I
particularly appreciated at one point the relentless
attempts of an order of nuns to change policies of the Chase
Manhattan Bank.

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.
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
andstrengthened 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 shareholders. Avoid a firestorm over this issue.
Stop the SEC's proposed rules from going forward.

Thank you.

Sincerely,

Yvonne LaLyre, Ed.D.


 CC: Senator Alfonse D'Amato
 U.S. Senate
 Washington, DC 20510