Date:    12/12/97 3:45 PM
     
     
Jonathan G. Katz, Secretary
U.S. Securities & Exchange Commission 
450 Fifth Street, N.W.
Washington, D.C.  20549
     
Dear Mr. Katz:
     
I'm sending this e-mail to you to strongly oppose 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 a company to refuse to 
include a resolution on the proxy statement if, in management's sole 
judgement, 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.
     
I urge you to withdraw the proposed rule changes.
     
Sincerely,
Catherine Ural
Fairfax, CA  94930