Date:    11/18/97  1:07 PM

Subject: File No. S7-26-97

I am writing about the Congressional proposals on charitable 
contributions.  I am an individual investor and an attorney whose 
practice involves 1934 Act representation of public companies.  I am 
concerned about both proposals in that they appear to me to move 
shareholders into the realm of conducting the ordinary business of the 
corporations, a responsibility which is reserved under the laws of most 
states to the Board and, to some extent, delegated by the Board to 
management.  My greater concern is with the shareholder participation 
proposal which seems to me to be extremely burdensome administratively 
and unlikely to produce improved outcome for either shareholders or 
corporations.  By way of example, many  corporations already allow their 
employees to participate in contribution decisionmaking through matching 
gift and other programs.  The benefit that corporations describe from 
including employees in this way is hard to quantify, but I would argue 
that it is one of the ways that corporations retain valued employees. 
Whether to have these programs and how to structure them seems to me to 
be a perfect example of business decisions in which shareholders should 
not be involved.  On the disclosure proposal, I am also concerned about 
the benefits vs. the burdens, but can see that an appropriately limited 
disclosure (perhaps total dollar amount and individual dollar amounts 
over some significant threshhold) might be information appropriate for 
dissemination to shareholders. Shareholders might also like to know what 
principles generally guide the making of corporate contributions.  I 
would also favor a no disclosure approach so long as threshholds (net of 
tax benefits) did not exeed a certain percentage of earnings.
     
Jane Whitt Sellers
Richmond, Virginia 
(804) 775-1054
jwseller@mwbb.com