Subject: comment on File No. S7-25-97 Author: "Marc Weiss" Date: 1/1/98 11:55 PM To: Jonathan Katz Secretary, Securities & Exchange Commission Dear Mr. Katz: I'm writing to strenuously object to the proposed rules on shareholder resolutions. I am a long-time shareholder in a number of firms. I always carefully read the arguments in shareholder resolutions and generally vote on them if I feel I know enough about the issue to take a position. My feeling is that certain corporate practices have a direct impact on long-term profitability and it doesn't make sense to add further restrictions which will make this so much more difficult. I oppose the proposed rules, especially the new requirements for an escalating percentage of shareholder votes; the new requirement that an issue involve at least $10 million dollars in sales; and the rule giving a company the power to decide whether a proposal is motivated by personal grievance or motivation. Sincerely, Marc N. Weiss 684 Broadway - #6E New York, NY 10012