Date:    12/14/97 5:27 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:
     
      I write to strongly oppose proposed changes in the rules governing
shareholder resolutions. It is increasingly difficult in our society for our 
ordinary citizens to make their voices heard. Our recent history has shown 
that individual shareholder initiatives have led to important changes, such as 
the end to apartheid in South Africa and the current campaign to end political 
oppression in Myanmar (Burma). 
      The proposed changes would make it much harder to sponsor shareholder
proposals addressing important matters such as human rights abuses and 
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 or in human rights.
      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. Moreover, shareholders have 
the right to hold their companies to account for their dealings with countries 
that permit human rights abuses.
      I urge you to withdraw the proposed rule changes. 
         Sincerely,  
         Rodger Kamenetz