Date:    12/13/97 9:22 PM
     
     
Dear Mr. Katz:
I have just learned of the upcoming proposed rule changes in regard to 
resolutions by stockholders.  I strrongly believe that the public interest 
will not be served (this is after all, one of the purposes of corporations in 
addition to stockholder benefits) by raising threshoolds for second and third 
year resubmission of resolutions.  It also is egregious that management could 
omit any proxy initiative that affects less than $10 million in total costs or 
if management believes that the spponsor was motivated bya "personal 
grievance."  Obviously, this would be a very subjective call which could 
easily eliminate access by smaller shareholders to the discussion table on 
matters of possibly great social relevance.
Please use whatever influence you have to stop these changes. Thank you. 
Mary Hayden, Ph.D.  16 S. Oakland, #212, Pasadena, CA 91101