Date:    1/5/98  6:12 PM
Subject: S7-25-97

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 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.
      Under the current rules, shareholder resolutions have been more and
more effective in making companies change their treatment of natural 
treasures like Headwaters Forest. Shareholder resolutions have been 
important in a host of efforts, including the campaign to preserve the 
Arctic Wildlife Refuge, the struggle to preserve forests near Clayoquot 
Sound, and the campaign to reduce chlorine use and its impact on the human 
and natural environment.
      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.
      I urge you to withdraw the proposed rule changes.
     
Sincerely,

Sarah Scher, MD
     
What is hateful to you, do not do to your fellow men.  That is the entire law, 
all the rest is commentary.
--Talmud