Date:    10/23/97 9:34 AM
     
Jonathan Katz, Secretary
Securities and Exchange Commission
     
Mr. Katz:
     
As a concerned citizen and investor, I am completely opposed to the SEC's
new proposed rules (S7-25-97). These rules destroy the ability of almost all 
shareholders to participate in a responsible shareholder resolution process. 
     
Shareholders have an enormous financial interest in addressing a diverse 
range of issues with the companies they own. 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. 
     
Stop these rules from going forward. Reverse Cracker Barrel but allow the 
existing rules to stand or develop rules that will better protect shareholder 
rights.
     
     
Sincerely,
     
Herb Ettel
1004 Jackson Street NW
Washington, DC 20017
202-635-1910