Date:    1/5/98  1:15 PM
Subject: s7-25-97     
     
   I am writing in regards to the proposed rule changes governing shareholder
resolutions.  The new rules would allow corporations to arbitrarily exclude 
resolutions deemed to be motivated by "personal grievance" and would increase 
the share of the vote needed to resubmit such a resolution.
    I believe that the proposed rules will unfairly suppress investor activism
and stifle constructive dialogue.  Had these rules been in effect in the 
1980s, it is unlikely that the apartheid regime in South Africa would have 
been dismantled.  Today, shareholder resolutions are a primary tool to 
encourage corporations to do the right thing on issues ranging from the use of 
child labor to environmental protection.  The suppression of dissenting voices 
is antithetical to a functioning democracy.  I strongly urge you to scrap the 
proposed new rules governing shareholder resolutions.
     
Douglas Baker
DougBaker2@aol.com