Date:    12/15/97 8:30 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:
     
Last May I  attended the Maxxam Corporations shareholder meeting. As a 
member of the shareholder resolution contingent I was treated respectfully, 
and my words and ideas were listened to. However, this action by concerned 
shareholders was only a modest beginning in the ongoing effort to improve 
the environmental and economic responsibility of Maxxam Inc.
     
In an era where corporations dominate democracy few routes remain whereby 
concerned members of this society can elevate the level of responsibility 
and care for our planet, ourselves and our future.
     
Therefore, I  write to strongly oppose the proposed changes in the rules 
governing shareholder resolutions.
     
These changes would make it much harder to sponsor shareholder proposals 
addressing environmental concerns. First, 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. Second, 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.
     
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 S.E.C. should not be serving corporate interests, rather you should be 
safeguarding the rights of shareholders and the general public. Corporate 
accountability must be enforced at many levels if we are to have any hope 
of achieving a sustainable society which respects human life.
     
I strongly urge you to withdraw the proposed rule changes and permit 
shareholders to continue productive dialoges with the corporations in which 
they invest.
     
Sincerely,
     
David T. Smernoff, Ph.D.
     
     
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David Smernoff
447 Lerida Avenue
Los Altos, CA 94024-4017
650-917-6155