Date:    12/12/97 12:06 PM
     
     
     
Jonathan G. Katz, Secretary
U.S. Securities and Exchange Commission 
450 Fifth Street, N.W.
Washington, DC 20549
     
Regarding: File No. s7-25-97
     
Dear Mr. Katz:
     
      As an environmental and human rights activist, I write to strongly 
oppose proposed changes in the rules governing shareholder resolutions.
      These changes would make it much harder to sponsor shareholder
proposals addressing environmental and human rights concerns. First, by 
increasing the percentage of votes a resolution must win to be 
resubmitted, the new rules would make it hard to build support over time. 
Second, the new rules would allow company's to refuse to include a 
resolution on the proxy statement if, in management's sole judgment, a 
resolution's sponsors are motivated by a special interest, including, 
apparently, a special interest in the environment or human rights.  Both 
of these moves would serve to restrict debate and to limit the ability of 
a minority of concerned shareholders to make their opinions heard and to 
educate other company shareholders about their issue of concern.  
Restricting speech and debate is not the direction that the SEC should be 
moving.
      From a purely financial standpoint, companies that improve
environmental performance tend to improve their stock performance as 
well. If shareholders are not able to encourage companies to act as 
better environmental stewards, it is not clear who will.  Shareholder 
resolutions are one of the few ways that concerned citizens have to 
influence corporate policy, and as such, they are an important check on 
the values and practices of corporations.
      I urge you to withdraw the proposed rule changes.
     
Sincerely, 
     
Joanna Dyl
6544 Pineneedle Drive
Oakland CA 94611

     
     
     
     
     
     
     
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