Date:    1/5/98  6:09 PM
Subject: s7-25-97

To: Arthur Levitt, Chairman
    Securities and Exchange Commission
    Washington, DC
     
Dear Chairman Levitt:
     
As an investor and a concerned citizen, I am disturbed to 
learn about S7-25-97, the proposed new SEC rules. I am 
strenuously opposed to them, and I urge you to do all in 
your power to stop their implementation.
     
The proposed changes unfairly shift the rules to favor 
management and larger shareholders. All shareholders 
should have a fair share of power in the resolutions and 
voting process which affects issues of governance and 
environmental and social impact. Not only a company's 
moral reputation, but also its financial reputation are 
affected by its policies and practices related to governance, 
environment, and social impact.
     
From information provided me by Walnut Street Securities, I 
understand that, if the proposed rules had been in effect for 
the past ten years, after the third year:
        * 87.3% of cumulative voting resolutions would 
have failed,
        *100% of the executive compensation 
resolutions would have failed,
        *100% of all environmental resolutions would 
have failed,
        *100% of all resolutions addressing race and 
gender issues would have failed, and
        *100% of the South Africa anti-apartheid 
resolutions would have failed.
     
I understand that under the proposed rules a company 
could exclude additional reasonable shareholder 
resolutions on the grounds that they are "personal 
grievances," and that shareholder resolutions dealing with 
less than $10 million in revenue would be excluded.
     
I strongly urge you to let the existing rules stand. Today's 
shareholder process is responsible and reasonable. It 
protects my financial interests as an investor, and it 
facilitates dialogue between shareholders and corporate 
management to find real solutions to significant problems.
     
Sincerely,
     
Woodrow Jarrell
534 Mountain View Road
Mars Hill, NC 28754