Subject: Attn. Jonathan Katz
 
Date:    11/25/97 9:38 PM
     
     
Dear Mr. Katz
I am writing in regard to File No. S7-25-97.  I urge you not to adopt the 
proposed rule, as doing so would give too much power to corporate 
management.  Management must remain responsive to the sharholders, and 
raising the submission thresholds for shareholder resolutions would reduce 
the already weak hold shareholders currently have over management.  Please 
work to ensure that corporate management remains responsive to 
shareholders.
     
Thank you,
William R. Mendelsohn
3 Sugarloaf Lane
Littleton, MA 01460