Amendments to Rules on Shareholder Proposals


     The Commission will consider adopting recommendations from
the Divisions of Corporation Finance and Investment Management
regarding revisions to the shareholder proposal rules.

     At the open meeting, the Commission will consider:
     
  *    recasting rule 14a-8 into a Question and Answer format that
     is easier to read;
  
  *    reversing the Cracker Barrel no-action letter on employment
     related proposals raising social policy issues;
  
  *    adopting other less significant amendments to rule 14a-8;
     and
  
  *    amending rule 14a-4 to provide shareholders and companies
     with clearer guidance on companies' exercise of discretionary
     voting authority.

     The amendments, if approved, will help make the shareholder
proposal rule more understandable to the numerous shareholders
and companies that use it each year.  Reversal of the Cracker
Barrel no-action letter position will mean that certain
employment related proposals raising significant social policy
issues may be included in companies' proxy materials.  Finally,
if the amendments are adopted, companies will be provided with
clearer guidelines for the exercise of their discretionary voting
authority in those situations where a shareholder intends to
present a matter at their meetings without involving the
shareholder proposal rule.  The staff has not recommended
adoption of some of the other provisions originally proposed
because of the strong concerns expressed by many of the more than
2000 individuals and organizations that commented on the
proposals.

     The reversal of the Cracker Barrel position, if approved,
would be effective immediately.   The amendments to rules 14a-8,
14a-4 and 14a-5 will become effective 30 days after publication
in the Federal Register.