Date:    12/11/97 2:10 PM
     
     
December 11, 1997
     
Jonathan Katz 
Secretary
SEC
450 5th Street, NW 
Washington, DC 20549
     
     
Dear Mr. Katz:
     
I am writing to comment on the proposed Amendments to the Rules on Shareholder 
Proposals under File No. S7-25-97.
     
National Ministries of the American Baptist Churches USA is an active 
shareholder with over $100 million in investments.   National Ministries has 
been an active player in proposing shareholder resolutions to corporations 
since 1972.    These resolutions have addressed issues like energy and 
environment, South Africa, and diversity on boards of directors.    They have 
played a role in bringing about many changes in corporate policies and 
practice.    This process of shareholder activism has been an important part 
of the social witness of our organization.   We are  investors who recognize 
that socially responsible business is good business.  We believe that the 
shareholder resolution process has played an important role in encouraging 
companies to be responsible corporate citizens.
     
We are deeply concerned that the proposed rule changes will unfairly restrict 
shareholder access to corporate proxies.   We believe that the changes 
represent a major setback for shareholder democracy.     On April 23, 1975, W. 
Sterling Cary, president of the National Council of Churches stated in 
testimony to the SEC about proposed changes at that time:
     
     Today the average citizens of this land no longer trust our major
economic and business institutions. They feel that business has become so 
powerful that it is no longer accountable to the consuming public. . . . They 
are concerned the governmental agencies which on paper were established to 
protect the public interest appear, in reality, to protect the special 
interest of the very corporations those agencies were supposed to monitor and 
regulate.
     
We feel that the situation has not changed.   The proposed rules favor 
corporate power and fail to protect the interests of shareholders.
     
The proposed rule changes also go against the spirit of the Congressional 
resolution passed last year, the National Securities Markets Improvement Act 
of 1996, that requires the SEC to report to Congress about whether 
shareholders are being unfairly denied access to corporate proxies.    These 
changes increase the difficulty of shareholders to bring vital issues to the 
attention of management and other shareholders.
     
You have received a detailed letter from Paul Neuhauser on behalf of the 
members of the Interfaith Center on Corporate Responsibility.   His letter 
reflects the position we hold on specific issues, therefore I shall not 
reiterate those arguments here.
     
We urge that the SEC reject the proposed changes and abide by the present set 
of rules.
     
Sincerely,
     
J. Andy Smith III
Director, Social and Ethical Responsibility in Investments 
National Ministries, American Baptist Churches USA
Box 851, Valley Forge PA 19482-0851