Date:    1/5/98  6:04 PM
Subject: S7-25-97

Dear SEC,
     
I'm afraid I do not have the time or expertise to comment fully on the 
proposed rule changes to rule 14a-8, but I do have a few observations and 
opinions:
     
Regarding your withdrawing from the arena of shareholder proposals altogether: 
Please do not. Leaving this matter to the states is like letting each state 
decide what drugs are safe or not.  This is not just a matter of corporate 
governance, it is a matter of free speech, which elevates this area to the 
federal level.
     
While it is a burden for the Commission to have to make judgements of 
appropriateness, I believe it has done a good job and I urge you to continue 
accepting this burden.  Democracy requires many burdens to function well 
(would that our citizens would vote).
     
Regarding the changes to paragraph (c)(4), that would toss "neutral" proposals 
back to the companies with a "no view" position by the Division.  If there is 
no review by the Division, what will prevent abuse by the companies? Perhaps I 
do not understand these changes, but it looks to me like you are asking the 
companies to police themselves as to what is or is not a "grievance" proposal. 
Wouldn't it be better if a truly neutral party, using common sense, made this 
determination?
     
I find the change to paragraph (c)(7) disturbing.  To me, the term "ordinary 
business operations" is made somewhat specific by the word "operations."  To 
replace it with "business decisions normally left to the deiscretion of 
management" could mean almost anything.  It is dramatically broader and 
potentially oppressively restrictive to legitimate shareholder proposals. The 
original seems much better.
     
The resubmission requirements (c)(12) seem to me to be too restrictive.  While 
I don't want frivolous proposals, I don't want legitimate proposals to be 
denied because shareholders are unaware or apathetic.  Sometimes it takes a 
few knocks on the door to wake people up. Isn't there some historical data 
that could reveal how many times and by what percentages constructive, 
responsible shareholder proposals were offered before they were adopted?  The 
proposed percentages feel to high. I suggest  no change for the first two 
thresholds (3% & 6%) and 25% for the third.
     
While I find this topic extremely interesting, I have run out of time for 
commenting on the specifics of the rule. You deserve medals for being in the 
trenches and living this work every day. It's very complicated.
     
In general, I think it would be prescient of the Commission to structure the 
rule so that socially responsible shareholder proposals (especially for 
environmental sustainability) are as unobstructed as possible, even if they 
appear to be fiscally uncomfortable for companies. We are going to need them.
     
Sincerely,

James J. Goodman