Date:    10/28/97 11:42 AM
     
     
To Mr. Jonathan Katz, Secretary, Securities and Exchange Commission: 

As a public foundation and a socially responsible investor, Holding Our Own 
Women's Foundation protests the curtailing of shareholder initiatives in 
File # S7-25-97. Shareholder resolution are one of the few mechanisms our 
society has for holding corporations accountable to the public good and 
creating public dialogs about the uses of the immense social resources of 
the corporate sector. This benefit should, we believe, outweigh 
considerations of corporate convenience and corporate secrecy. We oppose 
the resubmission threshold increase; the override provision allowing 
management to decide what constitutes "ordinary business;" the elimination 
of the "otherwise significantly related" clause which allows room for 
significant shareholder resolutions related to operations accounting for 
less than the proposed percentage of company assets; and the abdication by 
the SEC of its responsibility to issue rulings on alleged "personal 
grievance" motivation as a way to avoid dealing with the substance of a 
resolution. We urge the SEC to take shareholder and public opinion into 
account as it makes its decision on the proposed rule. 

Sincerely, 
Naomi Jaffe, 
Executive Director, Holding Our Own Women's Foundation, 
Albany NY