Date: 12/12/97 10:07 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: As a conservationist, 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. 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. 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, Pietto L Vasco