Date:    12/12/97 11:34 AM
     
     
     
Dear Mr. Katz,
     
I adamently oppose the changes proposed in the rules governing shareholder 
resolutions.  This would make it much more difficult to sponsor shareholder 
proposals that address environmental issues important to many many people. 
Increasing the percentage of votes a resolution must win to be resubmitted, 
would make it difficult to build support over time. In addition, the new rules 
would allow companies to refuse to include a resolution on the proxy statement. 
     
They could refuse if, in the sole judgment of the management, a resolution's 
sponsors are motivated by a special interest (which includes a special interest 
in the environment).
     
From a financial standpoint, companies that improve environmental performance 
tend to improve their stock performance as well.  If shareholders are not able 
to encourage companies to act as better environmental stewards, it is not clear 
who will.   
     
I urge you to please withdraw the proposed rule changes.
     
Regards, 
Barbara Slaughter