Date:    2/11/98  4:40 PM

s7-25-97
     
     
Johathan Katz, Secretary
Securities and Exchange Commission
Washington, DC 20549
     
Dear Sir:
     
It has come to my attention that proposed SEC Rule 
14-a(8) would destroy the shareholder resolution 
process by, among other things, allowing a company 
to argue that a proposed resolution is motivated by 
"personal grievance" and thereby permitting the 
company to ignore the resolution, leaving the filer 
with no option but to sue the company.
     
Further Rule 14-a(8) would raise the percentage by 
2 to 3 times what is currently necessary to resubmit 
a proposal in subsequent years.  This would exclude 
many shareholders from addressing corporate policies 
involving social issues.
     
The third serious objection to this Rule is that it would 
create a sales dollar value to measure a proposal's 
relevance.  If the issue did not relate to at least 3 percent 
or at least $10 million in sales, it would be excluded 
from shareholder resolutions.
     
Please add my name to those opposed to Rule 14-a(8).
     
          Sincerely,
     
Lynn M. Cheatum
520 E. 61st Street
Kansas City, MO 64110