Subject: In opposition to proposed rules S7-25-97 Author: Amy Katherine DeFalco Lippert Date: 12/1/97 12:25 AM Jonathan Katz, Secretary Securities and Exchange Commission Mr. Katz: I am a concerned shareholder representing a modest amount of my hard-earned savings from a part-time job which I have tried to hold down in addition to my position as a full-time college student at UC Berkeley. I am completely opposed to the SEC's new proposed rules (S7-25-97). These rules destroy the ability of almost all shareholders to participate in a responsible shareholder resolution process. Shareholders have an enormous financial interest in addressing a diverse range of issues with the companies they own. When companies fail to address their governance, environmental or social impact problems, shareholders suffer. Corporate mismanagement of these issues can seriously effect a company's reputation and bottom line. Stop these rules from going forward. Reverse Crakcer Barrel but allow the existing rules to stand or develop rules that will better protect shareholder rights. Sincerely, Amy Katherine D. Lippert