Subject: Proposed S7-25-97
Date:    11/24/97 9:27 AM
     
     
I am writing to object to the proposed new rules, S7-25-97, and to urge you 
to stop them from being adopted.
     
These proposed rules make it *too* difficult for shareholders to effect 
legitimate change in publicly held corporations.  
     
I particularly object to the "personal grievance" provision (C)(4).  This is 
overly vague and would allow existing management to discount many issues and 
prevent many justified proposals from coming to a vote.  Similarly, the 
reintroduction percentages covered in (C)(12) make it overly difficult for 
shareholders to reintroduce proposals.
     
In addition, the override proposal (C)(7) sets an impossibly high hurdle for 
the typical shareholder and should be modified.  The related revenue 
exclusion (C)(5) also sets too high a hurdle of revenues and allows too many 
justified proposals to be excluded.
     
Thank you for your consideration of this letter.  Again, I urge you to stop 
these proposed new rules from going into effect as they will weaken and 
dilute the legitimate exercise of shareholder influence.
     
Sincerely,
Geraldine Q. Ruthchild, Ph.D.
President
Exemplar, Ltd.
(New York NY)