Subject: New proposed rules (S7-25-97)
Date:    11/24/97 6:27 PM
     
     
Arthur Leavitt, Chairman
Securities and Exchange Commission
450 Fifth St., NW
Washington, DC 20549
     
11/24/97
     
Dear Mr. Katz :
     
I am writing to voice my strenuous objection to the SEC's new proposed 
rules (S7-25-97). If adopted, these rules will al but destroy the rights of 
American stockholders.
     
        Please use all your power to stop these proposed rules from going
forward. Either let the existing rules stand or develop new rules that 
better protect shareholders. American shareholders are counting on you to 
safeguard our rights. Don't let these proposed rules be another set of 
regulations from Washington that favor big business.
     
Today's shareholder process is a responsible, reasonable approach. It 
starts a process of dialogue between concerned shareholders and corporate 
management to find real solutions to real problems.
     
The process as it stands today is an important tool for protecting my 
financial interests as a stockowner. It is also an important marketplace 
mechanism for prompting corporate accountability and corporate 
responsibility.
     
Shareholders have enormous financial interest in addressing the diverse 
issues raised through the shareholder process. When companies fail to 
address their governance, environmental or social impact problems, 
shareholders suffer. Corporate mismanagement of these issues can seriously 
affect a company's reputation and bottom line.
     
I applaud the SEC for reversing its Cracker Barrel Decision - but the new 
SEC rules have retained and strengthened the anti-shareholder policy of the 
original decision. Reverse Cracker Barrel, but don't let the rest of the 
proposed rules go forward.
     
Mr. Katz, don't take away shareholder rights. Please leave a legacy of 
upholding the rights of American shareholders. Avoid a firestorm over this 
issue. Stop the SEC's proposed rules from going forward.
     
     
     
                                        Sincerely,
     
     
     
     
                                        Robert L. Fisher
                                        51 Oak Vale Ave.
                                        Berkeley, CA 94705