Date:    12/12/97 8:42 AM
     
     
Jonathan G. Katz, Secretary
U.S. Securities and Exchange Commission 
450 Fifth Street, N.W.
Washington, DC 20549
     
Dear Mr. Katz:
     
      As a shareholder in a number of stocks and mutual funds, and as a
conservationist, 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 social and environmental concerns. 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. Also, 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.
      If adopted, these rules would put up major roadblocks for many kinds
of campaigns and would effectively make it impossible to wage a long-term 
shareholder campaign like theimportsnt and historic South Africa divestment 
effort.
      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.
      I urge you to withdraw the proposed rule changes.
     
Sincerely,
Dan Leighton
94 Laurel Drive 
Fairfax, CA 94930