Center of Concern
                                                        3700 13th Street, NE
                                                        Washington, D.C. 20017  
     
     
                                                        24 October 1997
     
Jonathan Katz, Secretary
Securities and Exchange Commission
450 5th Street, NW
Washington, D.C. 20549
     
Re:     File No. S7-25-97
     
Dear Mr. Katz,
     
        I am writing on behalf of the Center of Concern, a internationally
recognized non-governmental organization concerned with social justice.  I 
wish to respond to the recently proposed rule changes governing shareholders 
resolutions.  The proposed changes are a major step backward for shareholder 
rights and communication and threaten worker safety around the world.
     
        The expansion of personal grievance exclusion will provide companies an
escape clause by which they can dismiss shareholders concerns as "personal 
grievances" without review by the SEC.  Under this plan, companies can 
completely ignore proposals by labor union and environmental groups designed 
to protect workers and the environment.
     
        The "relevance" exclusion also threatens to eliminate labor and
environmental concerns from the proposal process.  By establishing a 
monetary measure to limit proposals, the SEC ensures that issues of child 
labor and employment discrimination, that can not be measured easily in 
terms of economic impact, will not be addressed.
     
        The proposed increase in required votes for resubmission of a resolution
threatens shareholders rights.  These restrictions tie the hands of those 
interested parties attempting to lobby a corporation on a legitimate issue. 
The SEC is well aware that the boosted minimum requirements are unrealistic 
and will effectively silence shareholders on these issues.
     
        Finally, the SEC must readdress its attempts to repeal "Cracker Barrel."
The new rules still allow the SEC to throw out employment issues on a 
case-by-case basis and this change does not take place until 1999.  The 
proposed changes do not go far enough to eliminate this unfair practice. 
The result will be that issues of sweatshop labor, starvation wages and 
child labor could be relegated to matters of "ordinary business."  The
American people certainly do not agree that forced child labor is a issue to 
be addressed in the ordinary course of business.  These are issues which 
must be addressed now.
     
        The proposed rule changes are a major step backward for shareholder
rights
and communication.  These policies also threaten workers' rights and the 
environment everywhere by making it more and more difficult for shareholders 
to hold companies responsible for their actions.  I urge you, on behalf of 
the staff and supporters of the Center of Concern to reconsider these rule 
changes.
     
     
                                        Sincerely,
                                        James E. Hug
                                        Executive Director