Subject: Amendments to Rules on Shareholder Proposals
Date:    11/12/97 10:59 AM
     
     
Jonathan Katz
Secretary
Securities and Exchange Commission
     
     
Dear Mr. Katz:
     
I am writing to comment on the proposed 
Amendments to Rules on Shareholder Proposals 
under File No. S7-25-97.  
     
I am the corporate responsibility
coordinator for the Maryknoll Sisters 
Congregation, a missionary congregation with 
sisters in over 30 countries.  As an 
institutional investor, the Congregation is 
involved in shareholder activity with the 
Interfaith Center on Corporate
Responsibility.
     
The shareholder process has played an 
important role in encouraging companies to 
be responsible corporate citizens, as well 
as responsive to their stockholders. 
Whether the issue was investing in apartheid 
South Africa or about environmental
concerns, or a call for a company to produce 
a report on its diversity programs or reform 
corporate governance practices, shareholder 
input has been essential.  The SEC's 
proposed rules would have a profound impact 
on shareholder resolutions and on
shareholder access to corporations.  
     
This is an important issue to the Maryknoll 
Sisters, because many missioners witness the 
effects of irresponsible corporate practices 
upon the communities they live in and the 
people to whom they minister.  Filing 
shareholder resolutions is one way to address 
these problems in a public forum.
     
I am particularly concerned about proposed 
rules changes which would: increase the 
resubmission threshold for resolutions; 
allow a company to argue that a resolution 
sponsor was motivated by a "personal 
grievance" or other hidden motive; require 
an issue to deal with $10 million of a 
company's business; and strip shareholders 
of their right to review a proposed
management statement opposing a resolution. 
     
     
These proposals would penalize shareholder 
initiatives by severely restricting the 
ability of individual or institutional 
investors to file resolutions.
     
I urge you to take these concerns into 
account before there is a final ruling by 
the SEC.
     
Thank you for your attention to this 
important issue.
     
Sincerely,
     
Cathy Rowan
Corporate Social Responsibility Coordinator 
Maryknoll Sisters
PO Box 311
Maryknoll, NY  10545