Date:    12/15/97 4:05 PM
     
     
     
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 environmental organizer and media consultant , 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,  _______________
     
     
     
     
     
     
     
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"We would never buy paper made from dead bears, otter, salmon and birds, 
from ruined native cultures, from destroyed species and destroyed lives, 
from ancient forests reduced to stumps and mud;  but that's what we're 
buying when we buy paper made from old-growth clear-cut trees."
                                            - Margaret Atwood (June 1995)
     
     
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-  Celia Alario
Old Growth Field Campaigner - Rainforest Action Network 
221 Pine St. Ste. 500 - San Francisco, CA 94104
Phone:  415-398-4404x315    Fax:  415-398-2732