Subject: Oppose S7-25-97
 
Date:    11/23/97 9:27 AM
     
     
To the SEC:
     
           I am completely opposed to the proposed changes in the
process for the shareholders of public companies to submit proxy resolutions.
These rules (S7-25-97) will foster costly litigation in place of
cost-effective and time-proven regulatory mechanisms.
     
           Congress, in the National Securities Markets Improvement Act
of 1996, encouraged the SEC to enhance shareholders ability to submit
resolutions "relating to corporate practices and social issues". The
changes you have outlined are diametrically opposed to Congress expressed
intent. Instead of enhancing shareholders rights, these changes will:
     
             1.Allow companies to bar proposals without SEC review
because the companies assert the shareholders motives are
"personal";
             2.Raise the vote percentage necessary to resubmit a
proposal to levels which would have excluded many past shareholder efforts
addressing both corporate governance questions and corporate
policies involving significant social issues; and
             3.Create a sales dollar value measure of proposals
relevance that would potentially exclude proposals on issues where the
potential liability or the social issue at stake dwarfed the sales impact of the
issue.
     
           These proposed changes not only move away from the direction
Congress mandated, but severely curtail the rights of shareholders.
Please re-evaluate these regulations, holding them to a high standard of
shareholder access, or allow the current process to stand.
     
           Sincerely,
            Rick Poyner & Lori Locascio
            Arlington, MA