December 12, 1997
     
     
     
Mr. Jonathan G. Katz
Secretary
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
     
                      File No. S7-25-97
     
Ladies and Gentlemen:
     
     I  have  the  following  suggestions  with  respect  to
changes in the stockholder proposal rules.
     
          The Commission has properly made it much easier for
          stockholders who wish to communicate with management and 
          other stockholders without running afoul of the proxy 
          solicitation rules.  This ease of communication has made 
          stockholder use of company proxy solicitation materials much 
          less important.  In that connection, substantial relief from 
          any inclusion requirements should be given to those 
          companies which establish and maintain a web site where 
          stockholders can communicate with each other and with the 
          company.
     
     It appears that the primary reason for letting 
stockholders use company proxy materials to deliver their 
message is to balance management's use of company proxy 
machinery and funds to advance its objectives.  Thus, the 
appropriate ownership "threshold" for stockholders to have 
non-management proposals included in company proxy materials 
should be the percentage of outstanding shares owned by the 
company's directors and executive officers as a group.
(This is a number readily determinable from the disclosure 
required by Item 403 of Regulation S-K, and is an answer to 
the question of whether it is "fair" to have a threshold of, 
say, 3% of the stock of a widely-held registrant such as 
AT&T.)
     While some commentors have suggested that the cost to 
companies of including stockholder proposals is relatively 
small, the real waste is the cluttering of proxy statements 
with proposals that have limited appeal to other than 
special interests, and the waste of Commission and company 
resources in resolving inclusion issues.  Stockholders which 
have enough of an economic stake in advancing a proposal 
(even a labor union harassing an employer/adversary or an 
institutional investor seeking a takeover premium), or which 
can assemble financial support through the vastly easier 
communication methods, can afford to conduct their own proxy 
solicitations.
     The Commission should get out of the business of 
regulating stockholder proposals, and leave that regulation 
to the state of a company's incorporation or domicile.  The 
Release states that the Commission receives about 400 
submissions per year on this subject, and in fiscal 1997 
there were only 580 no action requests of the Commission. 
This is far too much of the Commission's scarce resources to 
be devoted to this subject.  The reluctance of the 
Commission to step away is somewhat understandable in light 
of the existing vacuum at the state level, although the 
existence of that vacuum may illustrate the 
inappropriateness of regulation.  (The Release must ask for 
over 100 comments, demonstrating the difficulty of 
attempting to provide "smaller shareholders" with this 
channel of communication.)  If the Commission wishes to 
extract itself from this arena in a non-abrupt fashion, then 
any interim regulatory changes should, at the least, 
establish an ownership threshold at the level of ownership 
of directors and executive officers as a group, and provide 
substantial relief for those registrants which establish web 
sites for stockholders to communicate.
                                Very truly yours,
     
     
                                /s/ John H. Bitner
     
                                John H. Bitner
     
JHB:dar
     
copies to Ira M. Millstein, Esq.
       Professor Harvey J. Goldschmid