Date:    12/15/97 12:58 PM
     
     
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:
     
      As a conservationist, I write to strongly oppose 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 companies 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. 
Witness the performance of socially responsible stock indexes relative to the 
Dow.  If shareholders are not able to encourage companies to act as better 
environmental stewards, it is not clear who will.  If these changes do not 
occur, our economy will not be the only thing that suffers in the long term.
      I urge you to withdraw the proposed rule changes.
     
Sincerely, 
Joel Gerwein
--
Joel Gerwein                    
Department of Biology           Daytime telephone: 287-6643 
UMass Boston
100 Morrissey Blvd
Boston, MA 02125