Date:    1/21/98  3:26 PM
     
Shaw Friedman
Attorney at Law
705 Lincolnway
LaPorte, IN
46350
friedman@netnitco.net

Re: File No. S7-25-97
     
Dear Mr. Katz:
     
I wish to add my voice to those objecting to consideration of changes in the 
rules pertaining to shareholder proposals.
     
It is my belief that increasing the threshold required for resubmission of 
proposals will simply lead to a lessening of healthy debate and dissent.  The 
shareholder proxy process if one of the few means by which shareholders have any
input or say in the governance of the modern corporation.  
     
During my undergraduate time at Colgate University, I was active in a corporate 
accountability project that was successful in pursuading Colgate's trustees to 
cast our votes on certain important corporate resolutions.  Though the combined 
votes of various academic institutions often did not amount to more than five or
six percent on a given issue, the increased numbers from year to year sent an 
important message.  Raising the threshold would be counterproductive and would 
appear a false savings.
     
I strongly would urge the Commission reject any change in the current structure 
and keep alive the vibrant and vital shareholder resolution process.
     
Thank you for your consideration.
     
Sincerely yours,
     
Shaw R. Friedman                         
     
     
     
     
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