Subject: Rule 14-1(8)
Date:    12/1/97 8:21 PM
     
     
Mr. Jonathan Katz
Secretary, Securities and Exchange Commission
     
Dear Mr. Katz:
     
I want to register my opposition to the proposal to limit shareholder 
initiatives in corporate governance.  Shareholder participation in setting 
corporate policy is an essential aspect of our capitalist democracy as well 
as a basic right of the owners of corporations.  Please do all you can to 
expand, rather than limit shareholder opportunities in this regard.
     
Burns Woodward
58 Paulson Road
Waban, Massachusetts 02168