Date:    12/21/97 10:25 PM
     
     
Dear SEC Secretary;
     
I write in opposition to the proposed amendment S7-25-97. 
This change will limit the ability of shareholders to 
influence the policies and practices of corporations. 
Shareholder advocacy is essential in ensuring that 
corporations reflect shareholder concerns.  The proposed 
override mechanism will effectively exclude input from small 
shareholders.  Corporate responsibility is only enhanced 
through shareholder resolutions.
     
Thank you.
     
Sincerely,
Julie Schecter