ANNE BARTLEY 3580 CLAY STREET SAN FRANCISCO, CA 94118 415-931-0684 and FAX:415-931-2347 November 24, 1997 Mr. Jonathan G. Katz Secretary Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: File No. S7-25-97 Dear Mr. Katz, I am writing to comment on the proposed Amendment to the Securities and Exchange Commission's Rule 14a-8 on shareholder proposals under File No. S7-25-97. As an investor who values strong financial returns as well as corporate responsiveness to environmental and social concerns, I do not want to see changes to the Rule that would diminish its effectiveness at protecting the rights and the votes of corporate shareholders. This rule has been a critical tool in raising corporate policy issues of broad public concern in holding corporate managers accountable to shareholders and the larger society. The SEC's role in overseeing this process has been crucial to the success of the corporate governance system. The Commission's low-cost, efficient oversight of proxy voting in public companies had prevented corporate managers from using the resources at their disposal to frustrate shareholder rights through expensive, time-consuming litigation. The proposed revisions about which I am particularly concerned are: Significantly raising the vote percentage necessary to resubmit a proposal to levels which would have excluded many past shareholder efforts that have addressed both corporate governance questions and significant social issues such as apartheid and employment discrimination. Substantially changing the "relevance test" and placing a sales dollar value measure as a way to determine a proposal's relevance. This could potentially exclude issues where the potential liability or the social issue at stake is much greater than the sales impact of the issue. With thanks for your attention to this important matter. Sincerely yours, Anne Bartley