Date:    12/15/97 3:07 PM
     
     
December 12, 1997
     
Jonathan G. Katz
Secretary, U.S. Securities and Exchange Commission 
450 Fifth Street, N.W. 
Washington, DC  20549
     
Re:  File No. S7-25-97
     
Dear Mr. Katz:
     
 As representatives of the undersigned philanthropic institutions with
combined investments of more than $1.49 billion, we write to comment on the 
proposed Amendments to Rules on Shareholder Proposals.   We are aware that 
you will be receiving comments from a wide variety of interested parties 
including corporate management, other institutional investors, and individual 
shareholders.
     
 As philanthropists, we support endeavors that advance the common good.  Our
ability to support those endeavors depends, to an important degree, on the 
return on our investments; we therefore place a premium on strong financial 
returns.   Because of our commitment to the common good, we also value 
corporate responsiveness to environmental and social concerns and recognize 
the importance of forward looking corporate governance policies.  
     
 We believe that the shareholder resolution process has played a critical
role in encouraging companies to be responsive to their shareholders and 
responsible corporate citizens.  In case after case, throughout the past 
twenty-five years, shareholder advocacy has prompted a company to reassess an 
important policy or practice.  Whether the issue was investing in South 
Africa under apartheid, or environmental concerns, shareholder input has been 
essential.
     
 As publicly traded companies have replaced privately held companies as the
dominant features of our economic landscape, shareholder resolutions have 
become increasingly important.  They provide an important avenue for 
shareholders, the individuals and institutions who collectively own our 
publicly traded companies, to provide corporate managers with guidance on the 
kinds of ethical, social and moral decisions that have traditionally been the 
province of owners of privately held enterprises.  These corporate decisions 
have tremendous impact on the common good.
     
 Shareholders usually attempt to communicate directly with company management
before filing a resolution and file only if management is unresponsive.   We 
are deeply concerned about any rule change which unnecessarily or unfairly 
hampers shareholder initiatives.  We  believe that the package of proposed 
rules unnecessarily restricts the ability of individual and institutional 
investors to file resolutions.
     
 We oppose a number of the proposed rule changes and urge the SEC to change
the Final Rule accordingly.
     
1. Resubmission Thresholds:  Currently, a shareholder may resubmit a proposal 
which, in the first year, receives 3% of the vote.  After the second year, 
the threshold goes up to 6%, and 10% in the third and subsequent years.  The 
proposed jump to 6%, 15% and 30% is unnecessary and unrealistic.  It 
particularly impairs the ability of shareholders to address social and 
environmental issues in widely traded corporations.  For example, a 
staggering number of shares would be required to reach the 15% and 30% of 
EXXON.
     
 Most thoughtful corporations recognize that a 10% vote indicates that an
issue is of significant concern.   Many early anti-apartheid resolutions 
would have failed to pass the proposed resubmission thresholds if those 
thresholds had been in place at the time; yet apartheid became an issue of 
great concern to corporations involved in South Africa.
     
2. Personal Grievance:  The new rule would allow management to refuse to 
place a resolution on the company's proxy whenever, in management's sole 
judgment, the resolution is motivated by a "personal grievance" or some other 
special interest.  Shareholders would be forced to go to court to compel a 
resolution's inclusion; the SEC would issue no opinion. 
     
 We believe that company proxies should offer shareholders an opportunity to
vote on any proposal which, on its own merits, is appropriate for shareholder 
consideration.   The SEC, rather than the court system, is the appropriate 
first arbiter of the propriety of a resolution.  Litigation could quickly 
make shareholder activity too costly for many shareholders who seek to 
address any of a broad range of issues with tremendous bearing on the common 
good.
     
3. The Override Provision:  The proposed override provision is of little 
practical assistance to most shareholders.  The proposed rule would allow a 
shareholder to file a resolution, over management objections, by gathering 
the endorsements of the holders of 3% of a company's shares.  In effect, this 
requires shareholders to run two separate campaigns, at prohibitive cost.
 This proposal is only viable for huge pension funds, who rarely sponsor
resolutions addressing environmental or social issues.
4. Requirement that a Proposal Deal with $10 Million of a Company's 
Business:
 This proposal leaves a number of questions unanswered.  How does a company,
the SEC, or a sponsor, decide if an issue like child labor, or a pattern of 
discrimination in employment, relates to $10 million of a company's business?
 What if a company was about to make a new investment with potentially
disastrous environmental impacts, or in a country with a horrendous human 
rights record (like apartheid in South Africa) but hadn't invested a dollar 
yet?  This rule could block resolutions on these issues.
     
5.   Discretionary Voting By Management:   Under Rule 14 (a) (4) a 
shareholder can present a resolution at the company's stockholder meeting and 
solicit proxies independently, without securing the company's agreement to 
carry the resolution on its proxy statement,  so long as the shareholder 
contacts the holders of more than 50% of the company's shares.  Management 
cannot vote general discretionary proxies against such a proposal, unless the 
proxy contains the resolution and provides an opportunity for shareholders to 
vote for the proposal.
     
 The proposed rule would allow management to seek discretionary authority to
vote against a resolution without providing shareholders with the precise 
language of the resolution or an opportunity to vote for it.  This clearly 
works against shareholder proposals, and could subject shareholder proposals 
to misrepresentation on company proxy statements.
     
6.   Right to Review Management Statement Against a Resolution:  The new 
rules strip shareholders of their right to review a proposed management 
statement opposing a resolution for false or misleading statements.  Again, 
this creates an unfair disadvantage for shareholders sponsoring resolutions, 
who must defend the veracity of their own statements without an opportunity 
to challenge any false statements made by resolution opponents. 
     
 The Final Rule should be even-handed, and provide checks and balances for
investors and management.
     
We urge you to take these issues into account as you finalize the rules.
     
     
Sincerely,
     
Jan Konigsberg, Executive Director
Alaska Conservation Foundation
     
Elise Miller, Executive Director
Jennifer Altman Foundation
     
Tom Van Dyck, President
Conrad MacKerron, Executive Director 
As You Sow Foundation
     
John R. Hunting, President
Beldon Fund
     
Rebecca Golden, Director
Ben & Jerry's Foundation
     
Thomas A. Gougeon, Executive Director 
W.M.B. Berger Foundation
     
Paul Brainerd, President
Ann J. Krumboltz, Executive Director 
Brainerd Foundation
     
Melanie Taylor Farland, Trustee
Kathleen Price Bryan Family Fund
     
Nelson J. Holl, Executive Director
California Consumer Protection Foundation
     
James C. Compton, President
Edith Eddy, Executive Director
Compton Foundation, Inc.
     
Richard A. Cummings
Nathan Cummings Foundation
     
David Godfrey, Finance Director
Educational Foundation of America
     
Christina Roessler, Managing Director 
FACT Services Company Inc., for the 
French American Charitable Trust
     
Rebecca Adamson, President
First Nations Development Institute
     
J. Christopher Hormel, President & Executive Director 
Global Environmental Project Institute
     
Jennifer O.  Russell, Executive  Director 
Island Foundation
     
Linda Cloud, President
William C. Kenney Watershed Protection Foundation
     
Giles W. Mead, Jr., President
Giles W. & Elise G. Mead Foundation
     
Martha Shuttleworth, Founder
The Neptis Foundation
     
Stephen Viederman, President
Jessie Smith Noyes Foundation
     
Carol Guyer, President
Anne Romasco, Managing Director
James C. Penney Foundation
     
Vera Bennett, Director of Finance and Administration 
Peninsula Community Foundation
     
Sally Lilienthal, President 
Naila Bolus, Executive Director
Ploughshares Fund
     
Jill Ratner, President
Thomas W. Little III, Executive Director
Rose Foundation for Coummunities and the Environment
     
Martha Lyddon, President
Dorothy S. Lyddon, Chair
Seven Springs Foundation
     
Kathy Fong Stephens, Trustee  
Kerry Anderson, Trustee
True North Foundation
     
Peter Bahouth, Executive Director
Turner Foundation
     
Marjorie Fine, Executive Director
Unitarian Universalist Veatch Program at Shelter Rock 
     
Tim Greyhavens, Executive Director
Wilburforce Foundation
     
James N. Sheldon, Executive Director 
Weeden Foundation