Subject:  s7-14-95
Date:    2/24/98 9:39 AM
     
     
to_name:           Secretary Jonathan Katz,Chairman Arthur Levitt 
from_name:         The lobby group 

message: We are writing as an adovate/lobby firm  am writing as an concerned 
about disclosure of executive and board compensation in proxy statements.  
    
Current disclosure requirements for compensation are inadequate and do not 
provide shareholders with the information necessary to accurately assess these 
compensation packages.
    
I believe the following changes in executive and board compensation disclosure 
would benefit shareholders and the public:
     
1.  Corporations should be required to disclose in their proxy statements the 
relationship between executive compensation and employee compensation. This 
would help investors better evaluate employee-management relations and their 
impact on company performance. Disclosure should include the ratio of average 
employees' compensation to top executives' compensation, growth in average 
employee compensation compared to growth in executive compensation, and full 
reporting of stock options and profit sharing plans for all employees.
     
2.  Currently the SEC allows companies to report the value of stock option 
grants by one of two methods, creating confusion for shareholders who are left 
without a consistent way of evaluating the value of these grants. The SEC should
require all companies to report the present value of stock option grants 
according to a uniform method, such as the Black-Scholes method.
     
3.  The SEC should require that all benefits to a members of company's board of 
directors be reported in tabular form, including: the director's name; the 
amount of any annual retainer fees; the amount of any separate attendance fees; 
the amount of any consulting fees, special assignment fees, or other special 
compensatory fees; the number of any shares of stock granted; and the number of 
securities underlying any stock options/SARs granted.
     
4.  The proxy statement should include full disclosure of severance benefits and
deferred compensation for the five most highly paid executives.
     
Please incorporate these recommendations into any current or future proposed 
rules which deal with executive and board compensation disclosure.
     
Please also note that two of our concerned company are:
     
Market Facts Inc NY,Dc,Il main in Arlington Heights
run by Thomas Payne and 

IPA,International Profit ASS 1477 Barclay Blvd in Buffalo
Grove Il run by John Burgess and D Ramsdell
     
our concern in NY regarding these two firms activies,wherby the
claims of many employees are temps from temp agencies not employees
also additional,concern regarding their lack of regulation,lack
of personnel record mgmt and confidential maintenance or records,
whereby their integration with IPA make this public held firm
seem somewhat ???in their behavior.