Subject: Don't undermine shareholders! Date: 11/14/97 12:35 PM To the SEC: I am writing because I am concerned about the effect of your proposed regulations (S7-25-97) on the small investor. These new rules seem to effectively take away small shareholders' rights to have their voices heard and their votes counted through corporate shareholder ballots and at annual shareholder meetings. The regulations do nothing for the small investor and everything for big business. Take the "over-ride" clause, for example. 3% of a companys shares are needed to allow a ballot resolution despite managements objections. For most Fortune 500 companies, 3% means more than $1 billion worth of stock! Please consider keeping the over-ride idea but with a much smaller cap. This is a reasonable manner to ensure access to the shareholder ballot for average shareholders, and it will give small shareholders a reasonable goal to reach in combining their voices, not an impossible one as with the 3% proposal. Increasing the percentage needed to reintroduce an issue is another example of how the new regulations favor corporate management at the expense of regular Americans. Please let the existing resubmission thresholds stand. Don't take away small investor's tools for protecting their financial interests in a company. Reconsider the proposed regulations. Sincerely, Kathryn Rogers