Subject: proposed rules Date: 11/3/97 11:15 PM Jonathan Katz, Secretary Securities and Exchange Commission Mr. Katz:  The SEC's new proposed rules must not go forward (S7-25-97). These rules essentially destroy the rights of American shareholders.  Stop these rules. Reverse Cracker Barrel but allow the existing rules to stand or develop rules that will protect shareholders' rights. Sincerely, Stanley DeViney