FOR IMMEDIATE RELEASE                                  97-75
                              
                              
                              
   RULE PROPOSALS ON THE RULES GOVERNING THE PLACEMENT OF
     SHAREHOLDER PROPOSALS IN COMPANIES' PROXY MATERIALS
                              

     Washington, D.C., September 18, 1997 -- The Commission
is considering rule proposals to amend Rule 14a-8, the
shareholder proposal rule, and related rules.  The proposals
represent a package of reforms to address a range of
concerns raised by both shareholder and corporate
participants in the proposal process.  If adopted, we expect
the proposed rules will make it easier for shareholders to
include a broader range of proposals in companies' proxy
materials.  We also expect they will provide companies with
clearer ground rules and more flexibility to exclude
proposals that failed to attract significant shareholder
support in prior years.

     There would be six principal proposals:

*    rewrite the shareholder proposal rule so that it is
     more understandable to individual shareholders.  As
     proposed, the rule would be in a Question & Answer format.

*    reverse the Cracker Barrel position on employment-
     related shareholder proposals that raise significant social
     policy matters.  Those types of proposals would no longer be
     automatically excludable from companies' proxy materials
     under the "ordinary business" exclusion;

*    introduce a new way for a shareholder able put a
     proposal on a company's proxy materials.  A shareholder able
     to muster 3% of the company's share ownership could override
     the "ordinary business" and "relevance" exclusions;

*    modify the "relevance" exclusion to include a more
     objective test for excluding proposals that are economically
     insignificant to a company's business;

*    make it more difficult for shareholders to repeat
     proposals that failed to receive certain levels of support
     from fellow shareholders in previous years.  This would
     involve raising the resubmission thresholds in the rule ;
     and

*    establish a clearer, more predictable, framework for
     management's ability to exercise discretionary voting
     authority when a shareholder notifies the company that it
     intends to present a proposal  without invoking Rule 14a-8's
     mechanisms.

     Finally, the Commission is considering the issuance of
a report on shareholder proposals as required by Section
510(b) of the National Securities Markets Improvement Act.