Date:    12/15/97 10:49 AM
     
     
     
>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 write to strongly oppose proposed changes in the rules governing 
>shareholder resolutions.
>      These changes would make it much harder to sponsor shareholder 
>proposals addressing environmental concerns or any others for that matter. 
>First, by increasing the
>percentage of votes a resolution must win to be resubmitted, the new rules 
>would make it hard to build support over time. Second, the new rules would 
>allow company's to refuse to include a resolution on the proxy statement 
>if, in management's sole judgment, a resolution's sponsors are motivated 
>by a special interest, including, apparently, a special interest in the 
>environment.
>      From a purely financial standpoint, companies that improve 
>environmental performance tend to improve their stock performance as well. 
>See how well Xerox has done.
>If shareholders are not able to encourage companies to act as better 
>environmental stewards, it is not clear who will.
>      I urge you to withdraw the proposed rule changes. 
>
>Sincerely,  Saran and Norton Kirschbaum