Subject: Proposed Rules S7-25-97
Date:    10/25/97 4:29 PM
     
I am writing to voice my strenuous objection to the proposed rules.  In my 
judgment, these rules strip crucial rights from the owners of American 
business, the stockholders.
     
I am the President of an investment advisory firm, and manager of a 
broker-dealer Office of Supervisory Jurisdiction (OSJ) representing nearly 
$400 million in client assets.  I have been in this industry for almost 
fourteen years.  
     
Any proposal which further limits stockholders rights to communicate with the 
management of the companies which they own is short-sighted and 
objectionable.  To further free corporate management from review and 
oversight by the owners of the corporation is dangerous to the environment, 
to fair treatment of employees and to quality of life in general.  
     
Stock ownership is not, and should not be considered to be, a black box into 
which one puts his or her money and waits to see what comes out.  
     
The current shareholder resolution process, although somewhat restrictive, 
protects my financial interests as an investor, and the rights of the clients 
that my organization advise.  
     
Corporate management and boards do not always make correct decisions.  I 
approve of the SEC's decision to reverse the recent Cracker Barrel ruling.
 Corporate management at Texaco, NIKE, and Disney have made decisions which
have cost those companies prestige, public support and money.  The 
stockholders' right to question or review those decisions must remain 
accessible to them.
     
Please consider carefully the purpose of corporations and the rights and 
needs of stockholders.  Do not pass these proposed new rules.
     
     
George R. Gay  CFP