January 2, 1998
     
Mr. Jonathan G. Katz, Secretary
Security and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
     
Regarding File Number S7-25-97
     
Dear Mr. Katz:
     
As the Chairman of the Board of Directors and a significant shareholder 
of publicly-traded Ben & Jerry?s Homemade,  Inc., I offer these personal 
comments on the Commission?s proposed rule regarding non-binding 
shareholder resolutions.
     
In short, don?t go there.
     
Shareholders, as owners of corporations, deserve to have their voices 
heard and responded to by their employees.  Shareholder resolutions 
have worked well after other attempts to be heard have failed.  Please 
don?t make any changes to the shareholder resolution process that would 
limit this valuable tool.
     
As owners of the business, shareholders have an obvious interest in 
seeing to it that their company?s performance on matters such as 
environmental protection, fair employment and  international human rights 
practices enhance rather than detract from the firm?s financial 
performance.  Shareholder resolutions have served as a significant tool 
to influence corporate behavior in these areas that have had grave
impact on many a business bottom line.
     
The proposed rule stacks the deck more in management?s favor by 
1) allowing even meritorious issues to be mooted under the veil of alleged 
personal grievance; 2) requiring the resolution to relate only to economic 
issues that represent at least $10 million or 3% of sales or assets -- 
excluding all issues that either cannot be quantified or that fall below
those arbitrary but multi-billion dollar limits for large firms; and 3) setting 
vote requirements for resubmitting failed resolutions that few
shareholders could meet.
     
These reforms would further weaken the shareholder resolution process 
and should not be adopted.  
     
These resolutions are non-binding, expressing only the sense of the 
owners.  The nuisance felt by management and paltry expense borne by 
the company (as compared to operations) are not suitable justifications 
for weakening shareholders? ability to petition the companies they own. 
     
I appreciate this opportunity to share my thoughts.
     
Sincerely,
     
     
Ben Cohen, Chairman of the Board
Ben & Jerry?s
30 Community Drive
South Burlington, Vermont 05403