Subject: File No. s7-25-97
 
Date:    11/19/97 3:48 PM
     
     
Attention: Jonathon Katz
     
Dear Mr. Katz:
     
I oppose the proposed rules that make it substantially more difficult,  
and sometimes impossible, for shareholders to place resolutions on 
company ballots.  Corporate management should not be able to "veto"
a resolution's appearance on the first ballot; its legitimacy and 
worthiness are completely unrelated to whether the shareholder has 
the private resources to petition a percentage of the shareholders 
(3% may be billions of dollars in holdings, in some companies and 
conglomerates).
     
Further, the resubmission thresholds should not be increased.
     
Individual investors should retain their current ability to propose 
resolutions to a company's shareholders.
     
Very truly yours,
     
Dr. Adlai A. Waksman
(representing myself only)
CIS Dept., University of Pennsylvania 
(215) 898-3224
waksman@cis.upenn.edu