Subject: Proposed Rules File No.S7-25-97

Date:    11/21/97 9:24 PM
     
     
Chairman Arthur Leavitt
Securities and Exchange Commission
     
Dear Chairman Leavitt:
     
We strongly object to the SEC's proposed rules (S7-25-97).
These rules, if adopted, would seriously undermine the shareholder 
process and give companies freelicense to make dangerous, shortsighted 
management decisions without review by their investors.  It continues to 
undermine the credibility of shareholder ownership and management's 
accountability to owners.
     
Today's shareholder process is a responsible one and a powerful tool of 
democracy.  Shareholder participation in corporate governance has led to
many important changes in corporate behavior.  For example: the establishment 
of clear standards for corporate environmental behavior, divestment in South 
Africa, and an end to the use of child labor and corporate governance,
to name a few.
     
The shareholder process allows for dialogue between shareholders and 
corporate decision-makers and helps find real solutions to urgent social, 
environmental, labor and human rights issues. The following provisions 
are especially problematic:
     
*  The new rules would block shareholder resolutions that address less 
than 3% or $10 million of a company's business.  This provision would 
effectively eliminate many emerging issues or business practices that 
are not easily measured in dollars such as sweatshop labor or pollution.
     
The new rules provide an automatic qualification for any resolution 
sponsored by the owners of 3% of a company's shares of stock.  For most 
Fortune 500 companies, 3% of the shares means more than $1 billion worth 
of stock, which means only the biggest investors could wield this kind of 
clout. This is grossly discriminatory.
     
Please protect the rights of American shareholders to address irresponsible 
corporate behavior through the shareholder resolution process and stop these 
regulations from going through.
     
Sincerely,
     
Grant Abert & Nancy Ward
S7295 Lake Road
Hillpoint, WI  53937