Subject: Rule (s7-25-97) Date: 11/19/97 7:33 PM To Jonathan Klatz, Secretary SEC Dear Mr Klatz. It is with great concern that I write to you regarding the proposed rules change S7-25-97. These proposed changes would essentially gut shareholders rights and abilities to influence the corporations (ie:management) that they in part own. Why abolish such avenues as over-ride clauses and existing resubmission thresholds? These are the very tools that shareholders use to exercise their rights in this Democracy. Should'nt you, as a public servant, protect these very rights. Today's multi-national corporations need to be watchdogged by socially conscious individuals who care about worker's rights and environmental responsibility. One shareholder can make a profound difference, especially for the good of others (not just their personal financial gain). Please consider carefully the consequences of what these proposed rules changes might yield; less voice for the shareholder, and less consciousness and less accountability for the managements of todays all too powerful multi-national Corporations. Please leave the rules alone, or at least make changes that protect and facilitate shareholder 's abilities to exercise their rights to give voice in the ballot process. Respectfully, Sam Mills, Shareholder and Private investor.