Date:    10/6/97 2:38 PM
     
Dear Mr. Katz -
     
These comments refer to recent proposed changes to the rules governing 
shareholder resolutions, listed as File No. S7-25-97.
     
I have three comments:
     
1. I am pleased to learn of the return to a case-by-case analysis that 
prevailed before the Cracker Barrel decision.  I believe that shareholder 
proposals are unique and deserve individual review, rather than any 
bright-line test.
     
2. I am opposed to the proposal changing rule 14a-8(c)(12) resubmission 
thresholds.  I urge that the thresholds remain at 3% for the first vote, 6% 
on the second, and 10% on the third, and not be raised to the 6%, 15%, and 
30% thresholds currently proposed.  As you are certainly aware, it is very 
difficult to even meet current thresholds, regardless of the quality of the 
shareholder proposal.  Given the great deference given to management, and 
the diffuse, remote, difficult-to-lobby character of the shareholder 
community, it is already very difficult to promote management reform. 
Raising the bar will only make such reform less likely.
     
3. I support the "votes cast" standard proposed under paragraph (c)(12).  I 
think that it is very important that abstentions and broker non-votes not be 
mistakenly interpreted as support for management positions, or for any other 
position.  
     
Thank you for considering my comments.
     
Sincerely,
     
David Todd
     
709 East Monroe Street
Austin, TX 78704-3131