BankAmerica Corporation
Bank of America Center
Box 3700
San Francisco, California  94137
Cable :  BANKORP
Cheryl Sorokin
Executive Vice President and Secretary

							February 2, 1998



VIA ELECTRONIC MAIL (rule-comments@sec.gov)

Jonathan G. Katz, Secretary
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

RE:	Re: File No. S7-27-97; Householding

Dear Mr. Katz:

	The Commission has requested comment on Release No. 33-7475, which proposes 
various rule amendments to allow the distribution of one copy of a prospectus or
annual report to a household in which more than one offeree or shareholder resides. 
BankAmerica Corporation ("BAC") has reviewed the comment letter of David W. Smith, 
President of the American Society of Corporate Secretaries ("Society") and is in 
agreement with the comments submitted by the Society. We are especially interested
in having the proposed rules allow issuers to distribute per household only one 
copy of the proxy statement and other proxy soliciting material (as well as the 
annual report).  The cost savings to an issuer such as BAC of avoiding multiple 
mailings would be significant.

	If you wish to discuss these comments, please contact me at 415/622-2091.

						Sincerely,



						Cheryl A. Sorokin
						Executive Vice President 
						and Secretary


________________________________________________________________________________

ASCS Comment Letter on "Householding"

Mr. Jonathan G. Katz 
Secretary 
Securities and Exchange Commission 
450 Fifth Street, N.W. 
Washington, DC 20549

Re: File No. S7-27-97; Householding

Dear Mr. Katz:

The American Society of Corporate Secretaries appreciates the opportunity to
comment on the Commission's proposals regarding "householding." We strongly 
support streamlining the disclosure process by reducing the amount of 
duplicative information investors receive. This provides greater convenience 
for investors and reduces costs for us and other issuers. Thus, we support 
the proposed rule amendments. However, the current proposal appears limited 
in scope. For the proposals to achieve their maximum benefits, we urge the 
Commission to clarify that the proposals would permit issuers to eliminate 
duplicative mailings of proxy material, as well as the prospectuses and annual 
reports.

For shareholders who own stock in street name, the New York Stock Exchange ("NYSE") 
permits the householding not only of annual reports, but also, subject to certain 
conditions, proxy statements and similar materials. In contrast, the Commission's 
proposal permits householding only in two situations. The first situation covers the 
mailing of prospectuses, which will be useful only for mutual funds and other 
investment companies where issuers regularly mail updated prospectuses to 
shareholders. The second situation covers the mailing of annual reports. However, 
the rule does not appear to cover the actual proxy material that often is 
mailed with an annual report.

We support efforts to encourage householding and endorse the specific proposals
in the Release. In particular, we support the "implied consent" provisions 
and believe that these provisions could enhance the ability of issuers to 
engage in householding. However, the current proposal appears to be unnecessarily 
limited, and we urge the Commission to clarify that issuers can household actual
proxy material. This would provide greater efficiency in the shareholder 
communication process without having any adverse effect on investor protection.

As discussed above, the NYSE rules specifically permit member organizations to
household all materials issuers send to shareholders, including proxy materials. 
The Commission approved this rule, and none of the multiple commentators on that 
proposal raised any objections to householding. The same reasoning behind those 
rules would support allowing householding of direct issuer-beneficial shareholder 
proxy communications.

Indeed, if the Commission does not permit householding of proxy material, it would
produce an anomalous result: NYSE member firms could household proxy material 
for investors who own stock in street name, but issuers would not be able to 
household such material for beneficial holders who own stock directly registered 
on their books. We see no policy reason for this differing result. We urge the 
Commission to clarify that issuers can household proxy material they send to 
beneficial shareholders whose names appear directly on issuers' records. This 
would extend the benefits of householding as widely as possible.

We thank you for the opportunity to comment on the Release. If you have any 
questions on our comments, please do not hesitate to call.

Sincerely yours,



David W. Smith
521 Fifth Avenue 
New York, NY 10175 
(212) 681-2000 - Fax (212) 681-2005 
webmaster@ascs.org 
Copyright (c) 1998 American Society of Corporate Secretaries