Date:    11/21/97  1:49 PM

Subject: RE: File No. S7-26-97 / American Red Cross

November 12, 1997
     
Mr. Jonathon Katz, Secretary
Securities and Exchange Commission
450 5th Street, NW
Washington, DC 20549
     
(File No. S7-26-97)
     
Dear Mr. Katz:
     
On behalf of the American Red Cross, I appreciate the opportunity to comment on 
two bills introduced in the House of Representatives (HR 944 and HR 945) 
affecting charitable giving by public companies.  Corporate contributions are 
critical to the Red Cross' ability to respond to the mandate of our 
congressional charter and we would look with great concern at any change in law 
that could negatively impact such contributions.  The bills on which you are 
seeking comment, in particular HR 945, could have serious, if unintended 
consequences in this regard.
     
Current federal securities laws do not specifically require public companies to 
disclose information regarding their charitable contributions.  HR 944 would 
require such disclosure to their shareholders.  We certainly would have no 
objection to the concept of full disclosure.  Our corporate sponsors are proud 
of their contributions to the American Red Cross and usually glad to have 
recognition of their generosity.  We are concerned, however, that the added 
administrative burden this bill would place on public companies could serve as a
deterrent to giving.  It is also unclear how HR 944 would apply to corporate 
employee "match" donation programs as well as giving through a corporate 
foundation.  
     
While full disclosure of corporate charitable contributions is fine in 
principle, the fact that HR 944 requires no similar disclosure requirement for 
items such as lobbying expenses or political contributions, seems to imply that 
charitable contributions are uniquely in need of greater shareholder scrutiny.
     
Enactment of HR 945 in its present form would be of great concern to the 
American Red Cross.  Allowing every corporate shareholder, potentially numbering
in the millions, to participate in the designation of charitable contributions 
would create a logistical nightmare.   The sheer difficulty, bordering on 
impossibility, of implementing this requirement, would likely reduce the number 
of  charitable donations by public companies as corporate management sought to 
minimize administrative obstacles.  In it's most minimal application, the 
ability of corporate America to respond quickly in times of disaster would be 
compromised.  The Red Cross provides assistance to individuals when help can't 
wait.
     
HR 945 singles out charitable donations for this form of shareholder micro 
management, signaling that the corporate board of governors, elected by the 
shareholders, is somehow incapable of making adequate decisions regarding 
corporate philanthropy.     
     
The American Red Cross was chartered by Congress in 1905 and mandated to perform
a number of duties including disaster relief and assistance to the military that
would otherwise have to be supported by the U.S. taxpayer.  We rely on the 
generosity of individual and corporate donors to allow us to fulfill our 
humanitarian mission.  To erect obstacles that could discourage the generous 
support of our corporate sponsors would not be in the best interests of the 
people and communities we serve.
     
Sincerely,
     
     
Jennifer M. Dunlap
Vice President for Development
     
November 12, 1997