Date:    1/5/98  2:56 PM
Subject: Opposition to rule S7-25-97
     
Arthur Levitt
Securities and Exchange Commission
450 5th Street, NW
Washington, DC 20549
     
Dear Mr. Levitt,
     
I am writing to oppose the implementation of rule S7-25-97 which would 
prevent many stockholder initiatives from being deliberated and voted 
upon at open stockholder meetings.  Key among the stockholder motions 
that would be outlawed are those that affect women.  This proposed 
rule would prevent many motions and information on issues including 
fair employment practices (such as sex and race discrimination and 
harassment) from being brought to stockholders' attention.  The rule 
would also prevent questions on gender balancing boards, the use of 
child labor, and other ways that employees, investors and customers 
force corporations to clean up their acts when they have refused to 
act on their own.
     
Perhaps that is not the intended consequences of this rule; however, 
unintended consequences must also be taken into account.  There does not 
seem to be a valid reason for the implementation of this rule except to 
protect those who are already in control of a company from legitimate 
questions and concerns of shareholders.  I do not believe the role of the 
SEC should be to protect those who might be violating the laws of this 
great nation or the demands of the American public that our public 
companies comply with ethical mores, such as the abhorrent use of child 
labor, even when it occurs in other countries.
     
The present rules already favor those who have power and control, notably 
the Board of Directors, chairperson, and executive officers.  Coupled with 
the enormous financial and political power these companies wield, the 
spectre of this rule is troubling indeed. If shareholders cannot discuss 
their legitimate concerns under the provenience of the SEC, who will be 
safeguarding their interests?  Our nation was founded upon the principle of 
legitimate public scrutiny. Your agency is expected uphold this principle 
on behalf of those who are responsible for the very success and existence 
of these companies:  the average citizen.
     
On behalf of all shareholders and citizens, I ask that you do not adopt or 
implement this rule, opposing it instead as the unconscionable charade that 
it is.
     
Thank you for considering my comments.
     
Loretta Kemsley
P O Box 92-3713
Sylmar, CA 91392-3713
     
     
     
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