Date:    12/17/97 11:12 AM
     
        
December 17, 1997
     
     
From: eco@hsoft.net
     
     
Gary R. Edmondson
     
5858 Duxbury
     
Houston, Texas 77035
     
To: rule-comments@sec.gov
     
Jonathan G. Katz, Secretary
U.S. Securities and Exchange Commission 
450 Fifth Street, N.W.
Washington, DC 20549
     
Regarding: File No. s7-25-97
     
Dear Mr. Katz:
     
I am writing to express my  intense opposition to the proposed changes 
in the rules governing shareholder resolutions.
     
     
These changes would make it much harder to sponsor shareholder proposals 
addressing environmental concerns. First, by increasing the percentage 
of votes a resolution must win to be resubmitted, the new rules would 
make it hard to build support over time. Second, the new rules
would allow company's to refuse to include a resolution on the proxy 
statement if, in management's sole judgment, a resolution's sponsors are 
motivated by a special interest, including, apparently, a special 
interest in the environment.
     
From a purely financial standpoint, companies that improve environmental 
performance tend to improve their stock performance as well. If 
shareholders are not able to encourage companies to act as better 
environmental stewards, it is not clear who will.
     
It also removes a shareholders opportunity to express concern on any 
issue.
     
I urge you to withdraw the proposed rule changes.
     
Sincerely,
     
     
Gary R. Edmondson