Date:    12/15/97 8:55 PM
     
     
Jonathan G. Katz, Secretary U.S. Securities and Exchange Commission 
450 Fifth Street, N.W. Washington, DC 20549
     
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 (or social justice 
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. 
      I object to this rule change not only because I believe it to 
be unfair and because I fear it would cause more destruction of the 
environment, but I also object for financial reasons. 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, 
Jacob Lewis