Subject: attn Jonathan Katz, re File No. S7-25-97, regarding , OUTSID

Date:    11/23/97 3:26 PM
     
     
Dear Commissioners,
     
I am writing to urge you not to increase the barriers to outsider 
shareholder resolutions.  These resolutions are already visible to 
corporations and stockholders at an appropriate level -- the groups are 
getting their points across, the corporations are noticing, and 
stockholders are noticing, and usually voting against.  All this is a 
sign that the system is working.  
     
In addition, the paperwork associated with outsider resolutions is negligible 
compared to the yards of fluff written up in 
glossy annual reports.
     
Several years ago I worked for a while in institutional account relations 
for a major West Coast investment management firm.  Outsider shareholder 
resolutions were, of course, by law, submitted to the Proxy Vote 
Committee and given the consideration they deserved.  Most were voted 
against.  But the issues raised were, by and large, worth consideration.
     
At some point there is a blurry line between the economic and the 
political.  Not all of this is about business -- at some point business 
considerations do yield to social concerns, such as the '80s fight 
against Apartheid in South Africa.  And in the long term, or the very 
long term, South Africa will likely be better off economically for having 
addressed important social/political issues.  
     
Outsider shareholder resolutions, at their current number and level of 
prominence, do ably serve 
the purpose of promoting shareholder wealth and corporate efficiency: in 
the long term, business needs to respond to political/social concerns.  
If you seek to stem outsider resolutions as an avenue for business to hear 
these concerns, business' response in the future will likely be more brittle 
and prone to error.
     
Thank you for your consideration of my views on this important issue.
     
Matthew Beh
146B North Carolina Ave., SE
Washington, DC  20003
(202) 548-0343