Date:    12/15/97 3:25 PM
     
     
     
 Jonathan G. Katz, Secretary
 U.S. Securities & Exchange Commission 
 450 5th Street, N.W.
 Washington, DC  20549
     
 Re: File # s7-25-97
     
     
 Dr. Mr. Katz:
     
 Greetings.  I am writing you to respectfully oppose the proposed changed 
in rules governing shareholder resolutions.  As a shareholder and a 
thoughtful environmentalist, I think the proposed changes go way too 
far.  
     
 These changes would make it much more difficult to sponsor shareholder 
proposals that address valid environmental concerns.  By increasing the 
percentage of shares(votes) a resolution must win to be resubmitted, the 
new rules make it extremely difficult to build support over time.  The  
existence of shareholder resolutions help educate shareholders and 
business leaders of key environmental issues that they may not be fully 
cognizant of.
     
 In addition, the new rules would allow upper management the sole 
discretion in deciding whether a proposed resolution would be put into 
the proxy statement that is sent to all shareholders.
     
 The Clinton-Gore Administration has been trying to show the business 
community that improving environmental performance is good business in 
the long run.  Shareholders should be able to actively encourage 
publicly-traded companies to act as better corporate citizens.
     
 I, once again, urge you to withdraw or substantially modify your 
proposed rule changes.  
     
Sincerely,
     
     
  - Dan Kalb
    1397 17th Avenue
    San Francisco, CA  94122