Date:    12/14/97 4:53 PM
     
     
Dear Mr. Katz,
As an enthusiastic participant in the Democratic process, and as a 
conservationist secondly, I am writing to strongly oppose proposed changes in 
the rules governing shareholder resolutions.
I can't imagine why you would want to make it difficult for shareholders to 
voice their opinions on their investments.  The proposed changes would make it 
much harder to sponsor shareholder proposals addressing environmental, or any 
other concerns.    The new rules would make it harder to build support over 
time and they 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 a special interest in the 
environment.  The logical conclusion is that this would make management's 
special interests  take precedence over whatever interest the majority of the 
shareholders might have.  
Who are you protecting here?
I urge you to withdraw the proposed rule changes. 
Sincerely,
Nancy Husari