Date:    11/5/97 8:58 AM
     
     
Jonathan G. Katz, Secretary                                     
U.S. Securities and Exchange Commission
     
RE:     Comment on the Amendments to the Shareholder Proposal Rules
        Docket No. S7-25-97
     
Dear Sir,
     
        In reviewing your amendments to the shareholder proposal rules, I have
come to the conclusion that by the implementation of this "package" of 
reforms, the Securities and Exchange Commission will be hampering the 
rights of small investors.  This conclusion stems from the proposed 
override mechanism that is included in your proposed "package" of 
reforms.  The override mechanism in your proposal allows shareholders to 
override a company's decision to exclude a proposal from their proxy. 
If 3% of the shareholders believe that the proposed rule is important to 
the company, the company's decision will be overridden.

        In my evaluation of the override mechanism, it is my feeling that 3% of
a company's shares for a small investor is overly excessive.  It will be 
very difficult for a small investor to combine their shares with other 
investors.  Many large corporations have investors all over the world. 
Realistically, I do not feel the normal small investor has the means nor 
time to find these other investors.  By the approval of this proposal, 
the voice of the small investor will be eliminated.  All of the 
overrides will be left to the large investors.  Therefore, I do not feel 
that the "package" of reforms can be approved with the presents of the 
override mechanism.

        With the exclusion of the override mechanism, I feel that many parts of
your "package" of reforms are good ideas.  I especially like your 
proposal to reverse the Cracker Barrel policy.  I feel that going back 
to the case-by-case analysis will benefit society.  I also like your 
proposal concerning the Question and Answer format.  I feel this 
revision will greatly aid many investors to understand the rule 
requirements more clearly.  In my opinion, these two proposals can be 
implemented without having a negative effect on any party involved.

        In conclusion, I do not feel that your "package" of reforms should be
approved at this time.  The override mechanism included in your 
"package" was not found to be fair for small investors.   Some of the 
proposals, such as the reversal of the Cracker Barrel policy and the 
Question and Answer format, were excellent ideas.  I felt that this 
"package" of reforms could be approved with minor modifications.  Thank 
you for your time and consideration.
     
Sincerely,
     
Heather White