Date: 12/12/97 12:37 PM 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: I am writing in objection to the proposed changes to the rules governing shareholder resolutions. The proposed changes would constitute further erosion of already very limited democratic control of corporate decision-making by shareholders, and as such should be vigorously opposed by your commission. Please drop the proposed rule changes. Sincerely, Ann Hagemann