Date:    12/13/97 8:54 AM
     
     
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:
     
      I write to urge you to withdraw the proposed changes in
the rules governing shareholder resolutions, which would make it much 
harder for those of us who are environmentally and socially concerned to 
sponsor shareholder proposals. The new rules
would make it hard to build support over time by increasing the 
percentage of votes a resolution must win to be resubmitted, and work
against progressive interests by allowing companies 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, for instance, a 
special interest in the
environment.
      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.
      The proposed changes represent a step away from corporate democracy
and progressive change. I urge you to withdraw them. 
Sincerely, Candace Hale