Date:    1/5/98  2:54 PM
Priority: Normal
     

SUBJECT:  s7-25-97, 14a-8(c)(12)
     
   The proposal to increase the threshold would be contrary to the best
   interest of shareholders and, instead, only benefit a select few 
   individuals who could muster the necessary votes at the higher threshold.
     
   While this is an "obvious" answer to a proverbial problem, the 
   unnecessary restraint on the "common" shareholder should be considered.
   The addition cost to the company and to the analysis of shareholder
   proposals is minimal when measured against potential contributrions 
   the "right" proposals provide.
     
   Bill Martin
   Sr. Quantitative Analyst,
   First Union National Bank
   704 374-2572
     
   bill.martin1@firstunion.com