Date:    12/20/97 6:20 PM
     
     
     
Jonathan Katz - Secretary
Securities & Exchange Commission
450 5th St. NW
Washington, DC 20549
     
Dear Jonathan Katz,
     
        I am writing to comment on the Proposed Rule governing shareholder
resolutions.  I hope that your rule change will be modified to facilitate 
rather than limit shareholder input to corporate governance.  
     
Specifically I hope you will:
     
        1. Drop the personal grievance proposal
     
        2. Repeal Cracker Barrel both in name and in reality
     
        3. KEEP THE VOTING LEVELS FOR RESUBMITTING SHAREHOLDER
                RESOLUTIONS AT 3%, 6% and 10% as they now are.
     
        4. Drop the proposed requirement that all resolutions relate
                to an issue worth $10 million in sales.
     
Finally, I would like to be kept informed by e-mail about the SEC's 
actions on these matters.
     
Thanks,
     
                Harold Taylor
             
River Side Homestead Farm       Phone:  (609) 829-7034 
3 Taylors Lane                  FAX:    (609)829-0870 
Cinnaminson, NJ 08077-1609      Radio:  K2PT