Date:    12/13/97 12:20 AM
     
     
Jonathan G. Katz, Secretary
U.S. Securities and Exchange Commission 
450 Fifth Street, N.W.
Washington, DC 20549
     
Regarding: File No. s7-25-97
     
Dear Mr. Katz:
     
      As a citizen and investor, 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 and other social concerns. Shareholders 
with long-range concerns have a legitimate interest in building support 
over time for their proposals, and resubmission of resolutions is a benign 
mechanism for doing so.
        Second, the new rules would allow companies to refuse to include a
resolution on the proxy statement based on management's sole judgment. This 
is a huge loophole that invites abuse on the part of management.
      Finally, if shareholders are not able to encourage companies to act
as better public citizens, it is not clear who will.
      I urge you to withdraw the proposed rule changes.
     
Sincerely,
     
A. Alan Young
     
     
     
**   You can't lose; you are always winning.
The trick is to figure out what game you are playing.  **