Date: 1/5/98 2:28 PM Subject: File No. S7-25-97 We would like to register our strong disapproval of the proposed changes in shareholder resolution rules. Proponents of the changes argue that a resolution that doesn't attract 6% of shareholders deserves to be banished from consideration. But our corporate system is not one shareholder, one vote -- it is one share, one vote. And the vast majority of shares are held by corporate management, mutual funds, and pension funds which invariably vote with corporate management. Under these circumstances, even a 3% threshold represents a significant proportion of shareholders. Please don't take away one of the few methods of inducing corporations to be responsible to their individual shareholders! As an alternative, we propose a new rule that allows individual holders of mutual funds and pension funds to cast proxy votes in the companies in which those funds invest. Thank you for your attention to our comments. John and Patti Zussman Portola Valley, California