Date: 10/1/97 8:45 AM Jonathan Katz Secretary SEC 450 5th Street,NW Washington, DC 20549 Dear Mr. Katz, It is shocking to me that the proposed rule changes for the Securities and Exchange Commission contain such restrictive measures for shareholders. I recognize the need for renewal and change if there is undue inconvenience for the corporation, but I do not agree that the process for a democratic participation causes such an undue inconvenience. Rather, I believe the present shareholder resolution requirements are fair and just. They allow the shareholder/owner to give the necessary moral and ethical advice necessary for the responsible ownership of the company. If these new rules should pass, I believe you are eliminating a democratic process that has provided free speech and moral persuasion for the shareholder.It is critical that the changes, especially those that restrict the shareholder from access to the proxy, not be made. For the past twenty years, religious investors and other who are socially responsible have taken the time, money, energy and perseverance to generously challenge the management toward more just execution of the corporation's business. This is financially important and can save the company millions of dollars in costs for clean-up, law suits, and loss of revenue from the creation of a poor image. I urge you to reconsider the proposed new rules so that they are more considerate of the socially responsible shareholder. Thank you for your attention to this matter. Sincerely, Mary Elizabeth Clark, SSJ ================================================== NETWORK, A National Catholic Social Justice Lobby 801 Pennsylvania Avenue, Suite 460 Washington, DC 20003-2167 Tel. 202-547-5556 FAX 202-547-5510 network@igc.apc.org www.igc.apc.org/network/ ===================================================