Subject: s7-25-97
 
Date:    11/13/97 2:11 PM
     
     
     Dear SEC,
     
     I'm afraid that your proposed rules (S7-25-97) governing the 
     shareholder process are myopic and bad for business because they will 
     severely limit access for shareholders.
     
     I appreciate your effort to streamline the shareholder process and 
     make it more rational. However, implementing your rules will create an 
     unfair advantage for management at the expense of shareholders.
     
     Investors concerned about fair employment in Northern Ireland have 
     submitted shareholder proposals to companies operating there since 
     1984, asking them to support fair employment principles. Before the 
     shareholder initiative, many members of high level management in the 
     U.S. weren't even aware of the discrimination occurring in Northern 
     Ireland against Catholics in housing, employment, and electoral rules. 
     Companies following the MacBride Principles do not need to fear 
     reputation problems or boycotts from the Irish American community.
     
     In later years, as public pressure mounted, shareholder resolutions 
     challenged banks and companies whose actions supported the Apartheid 
     government of South Africa. These resolutions initially received low 
     votes, but they prompted management to re-assess their South Africa 
     ties. Hundreds of companies withdrew from business in South Africa, 
     and eventually international pressures pushed the white minority 
     government to transfer power to a democratic majority government. Now 
     the companies that withdrew can effectively reenter this growing 
     market.
     
     By making it harder for shareholders to raise their concerns, you are 
     doing American companies a real disservice.
     
     Please reconsider your regulations.
     
     Sincerely,
     
     Kevin Upton
     29940 NW Evergreen
     Hillsboro, Oregon