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