[ATTENTION:  Jonathan Katz, File No. S7-25-97]
     
January 1, 1998
     
Jonathan Katz, Secretary
Securities and Exchange Commission
450 5th Street NW
Washington DC 20549
     
Dear Secretary Katz,
     
I am a missionary priest of the Catholic Foreign Mission Society of America, 
Inc, commonly known as MARYKNOLL. As Assistant Treasurer, I am currently 
assigned to the Office of Corporate Social Responsibility where I have the 
responsibility of both insuring that our financial investments are socially 
responsible and that Corporations, as stakeholders in society,  make moral 
decisions that not only enhance their own financial position, but seek to 
improve society as well.  As a religious organization working in some thirty 
countries around the globe, the imperative is upon us to speak for the 
millions of voiceless who enjoy no place at the corporate management table. 
When corporations fail to account for the needs of society especially when 
their decisions cause grave social injury, we must seek change in corporate 
policy.  I represent MARYKNOLL as a board member of the Interfaith Center on 
Corporate Responsibility and am quite active in their/our works.
     
I MUST DECLARE IMMEDIATELY THAT WHAT THE SECURITIES AND EXCHANGE COMMISSION 
IS PROPOSING DESTROYS ALL AVENUES THAT ARE PRESENTLY AVAILABLE TO US IN 
ADDRESSING CORPORATE ISSUES THAT ARE DESIGNED TO SEEK PROFIT AND ONLY PROFIT 
AT THE EXPENSE OF SOCIETY.  WE ARE AGAINST THE PROPOSALS AS THEY STAND.  WE 
EXPRESS OUR WONDERMENT AS TO HOW THEY, IN ANY SENSE, OFFER A SHAREHOLDER 
FRIENDLY APPROACH TO CORPORATE MANAGEMENT.
     
From the initial chartering of corporations whereby the people were in 
absolute control, the voice of the shareholder has been eroded over the years 
to the point where we are allowed to play in the corporate sandbox but only 
if we don't get too messy.  The proposed rules now are designed to take the 
sand out of the sand box.  I'm sorry, but how dare you!
     
I need not go over all the words, Lord knows, you've received enough of them 
already and from more articulate folks than I.  There is absolutely noting 
positive in your proposals that assist the shareholder in addressing 
important issues with corporate governance.  All that is supported is 
unleashed corporate greed.  The very drafting of the rules displays a 
transparency on the part of the Commission that is nothing but pro-business. 
What outlandish arrogance!
     
Corporations were originally charted to serve the public trust; I ask that 
the recent proposals be tossed and that the SEC move towards a decision 
process that returns the power now owned by the corporations back to the 
people.  Thank you,
     
Sincerely,
     
     
Rev. Joseph P.  La Mar, M.M.
Assistant Treasurer
Coordinator, Corporate Social Responsibility 
................................
Rev. Joseph P. La Mar, M.M.
Corporate Social Responsibility
Maryknoll Fathers and Brothers
Post Office Box 305
Maryknoll, NY 10545-0305
tel:  914 941 7636 ext 2516 or 2257
fax:  914 944 9127