Seventh Generation Inc – ‘DEF 14A’ for 12/31/97

As of:  Thursday, 6/4/98   ·   For:  12/31/97   ·   Accession #:  852196-98-11   ·   File #:  1-12614

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Definitive Proxy Solicitation Material   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14A     Definitive Proxy Solicitation Material                11±    47K 


SEVENTH GENERATION, INC.                                                        
ONE MILL STREET, BOX A26                                                        
BURLINGTON, VT   05401-1530                                                     

April 10, 1998                                                                  

Dear Stockholder,                                                               

  You are cordially invited to attend the 1998 Annual Meeting of Stockholders of
SEVENTH GENERATION, INC. (the "Company") to be held at 11:00 a.m. on Monday,    
May 4, 1998 at the Company's offices located at One Mill Street, Burlington,    
Vermont.                                                                        

   At the Annual Meeting, six persons will be elected to the Board of Directors.
Such other business will be transacted as may properly come before the Annual   
Meeting.                                                                        

      We hope you will be able to attend the Annual Meeting. Whether you plan to
attend the Annual Meeting or not, it is important that your shares are          
represented.  Therefore, you are urged promptly to complete, sign, date and     
return the enclosed proxy card in accordance with the instructions set forth    
on the card.  This will ensure your proper representation at the Annual         
Meeting.                                                                        

Sincerely,                                                      

Jeffrey A. Hollender                                            
President and Chief Executive Officer                           

YOUR VOTE IS IMPORTANT.                                                         
PLEASE RETURN YOUR PROXY PROMPTLY.                                              

SEVENTH GENERATION, INC.                                                        

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS                                        

To be Held Monday, May 4, 1998                                                  

To the Stockholders of Seventh Generation, Inc.:                                

       NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of SEVENTH
GENERATION, INC., a Vermont corporation (the "Company"), will be held on Monday,
May 4, 1998, at 11:00 a.m, at the Company's offices located at One Mill Street, 
Burlington, Vermont  for the following purposes:                                

1.      To elect six members to the Board of Directors to hold office until the 
       next annual meeting of Stockholders and until their successors are duly
elected and qualified.                                          

2.      To transact such other business as may be properly brought before the   
Annual Meeting and any adjournments thereof.                    

 The Board of Directors has fixed the close of business on March 16, 1998 as the
record date for the determination of Stockholders entitled to notice of and to  
vote at the Annual Meeting and at any adjournments thereof.                     

    All Stockholders are cordially invited to attend the Annual Meeting. Whether
you plan to attend the Annual Meeting or not, you are requested to complete,    
sign, date and return the enclosed proxy card as soon as possible in accordance 
with the instructions on the proxy card.  A pre-addressed, postage prepaid      
return envelope is enclosed for your convenience.                               

                                              BY ORDER OF THE BOARD OF DIRECTORS

                               Anita B. Lavoie
                         SECRETARY

April 10, 1998                                                      

SEVENTH GENERATION, INC.                                                        
ONE MILL STREET, BOX A26                                                        
BURLINGTON, VT   05401-1530                                                     
(802) 658-3773                                                                  

_______________________________                                                 

PROXY STATEMENT                                                                 
_______________________________                                                 

GENERAL INFORMATION                                                             

    This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of SEVENTH GENERATION, INC. (the "Company"), a Vermont       
corporation, of proxies, in the accompanying form, to be used at the Annual     
Meeting of Stockholders to be held at the Company's offices located at One      
Mill Street, Burlington, Vermont on Monday, May 4, 1998, at 11:00 a.m., and     
any adjournments thereof (the "Meeting").                                       

      Where the Stockholder specifies a choice on the proxy as to how his or her
shares are to be voted, the shares will be voted accordingly.  If no choice     
is specified, the shares will be voted FOR the election of the six nominees     
for director named herein. Any proxy given pursuant to this solicitation may    
be revoked by the person giving it at any time before its use by delivering     
to the Company a written notice of revocation or a duly executed proxy bearing  
a later date.  Any Stockholder who has executed a proxy but is present at the   
Meeting, and who wishes to vote in person, may do so by revoking his or her     
proxy as described in the preceding sentence.  Shares represented by valid      
proxies in the form enclosed, received in time for use at the Meeting and       
not revoked at or prior to the Meeting, will be voted at the Meeting.  The      
presence, in person or by proxy, of the holders of a majority of the outstanding
shares of the Company's common stock, par value $.000333 per share ("Common     
Stock"), is necessary to constitute a quorum at the Meeting.                    

       The affirmative vote of a plurality of the shares of Common Stock voted
affirmatively or negatively at the Meeting is required with respect to the      
election of directors.                                                          

   The close of business on March 16, 1998 has been fixed as the record date for
determining the Stockholders entitled to notice of and to vote at the Meeting.  
As of the close of business on March 16, 1998, the Company had 2,428,791 shares 
of Common Stock outstanding and entitled to vote.  Holders of Common Stock are  
entitled to one vote per share on all matters to be voted on by Stockholders.   

 The cost of soliciting proxies, including expenses in connection with preparing
and mailing this Proxy Statement, will be borne by the Company.  In addition,   
the Company will reimburse brokerage firms and other persons representing       
beneficial owners of Common Stock of the Company for their expenses in          
forwarding proxy material to such beneficial owners.  Solicitation of proxies   
by mail may be supplemented by telephone, telegram, telex and personal          
solicitation by the directors, officers or employees of the Company, who will   
not be compensated for any such solicitation.                                   

    This Proxy Statement and the accompanying proxy are being mailed on or about
April 10, 1998 to all Stockholders entitled to notice of and to vote at the     
Meeting.                                                                        

   The Annual Report to Stockholders for the fiscal year ended December 31, 1997
is being mailed to the Stockholders with this Proxy Statement, but does not     
constitute a part hereof.                                                       

SHARE OWNERSHIP                                                                 

      The following table sets forth certain information as of February 13, 1998
concerning the ownership of Common Stock by each Stockholder known by the       
Company to be the beneficial owner of more than 5% of its outstanding shares    
of Common Stock, each current member of the Board of Directors, the executive   
officers named in the Summary Compensation Table on Page 6 hereof, and all      
current Directors and executive officers as a group.                            

                                             Shares Beneficially Owned (1)

Name and Address*                               Number                Percent   

Jeffrey A. Hollender  (2)                                                       
1 Mill St., Box A26                                                             
Burlington, VT  05401-1530                      334,568                12.68%   

Sheila Hollender  (3)                                                           
1 Mill St., Box A26                                                             
Burlington, VT  05401-1530                      334,568                12.68%   

Gary Stein  (4)                                                                 
900 19th Avenue South                                                           
Nashville, TN 37212                             235,800                 9.71%   

Peter Graham  (5)                                                               
540 Madison Avenue, 10th Floor                                                  
New York, NY 10022                              225,444                 9.17%   

Arthur Gray, Jr.  (6)                           107,412                 4.35%   

Joshua Sapan  (7)                                36,646                 1.49%   

Yoram Samets (8)                                  1,500                 0.06%   

Jeffrey Phillips (9)                             86,000                 3.54%   

All executive officers and directors                                            
as a group (7 persons) (10)                   791,570                28.02% 

* Addresses are given for beneficial owners of more than 5% of the        
outstanding Common Stock only.                                                  

(1)     The number of shares of Common Stock issued and outstanding on February 
13, 1998 was 2,428,791.  Beneficial ownership is determined in accordance with  
rules of the Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. Shares of Common Stock subject to  
options, warrants and convertible debentures which are or become exercisable or 
convertible within 60 days are deemed outstanding for computing the percentage  
of the person holding such options, warrants or convertible debentures, but are 
not deemed outstanding for computing the percentage of any other person. Except 
as otherwise noted in the footnotes, the persons named in the table have sole   
voting and investment power with respect to all shares beneficially owned by    
them.                                                                           

(2)     Includes 125,444 shares of Common Stock owned by Mr. Hollender and      
209,124 shares of Common Stock that Mr. Hollender may acquire upon the          
exercise of options which are or become exercisable within 60 days.             
Excludes (ii) 18,776 shares of Common Stock owned, or which may be acquired     
upon the exercise of warrants and options by various relatives of Mr.           
Hollender, of which Mr. Hollender disclaims beneficial ownership.  Sheila       
Hollender is the spouse of Jeffrey Hollender.                                   

(3)     Represents the shares referred to in note (2) above owned by Jeffrey A. 
Hollender, spouse of Sheila Hollender, of which Ms. Hollender disclaims         
beneficial ownership.                                                           

(4)     Mr. Stein is a private investor specializing in smaller capitalization  
companies.                                                                      

(5)     Includes 194,944 shares of Common Stock owned by Mr. Graham and 30,500  
shares of Common Stock that Mr. Graham may acquire upon the exercise of         
options or warrants which are or become exercisable within 60 days.             

(6)     Includes 63,199 shares of Common Stock owned by Mr. Gray and 36,500     
shares of Common Stock that Mr. Gray may acquire upon the exercise of options   
which are or become exercisable within 60 days.  Also includes 3,963 shares of  
Common Stock owned by the Lerner Gray Foundation and 3,750 shares of Common     
Stock which the Lerner Gray Foundation may acquire upon the exercise of         
warrants which are or become exercisable within 60 days.  Mr. Gray is the       
President of the Lerner Gray Foundation.  Excludes 2,772 shares of Common       
Stock owned by Mr. Gray's daughter, of which Mr. Gray disclaims beneficial      
ownership.                                                                      

(7)     Includes 8,573 shares of Common Stock owned by Mr. Sapan and 28,073     
shares of Common Stock that Mr. Sapan may acquire upon the exercise of options  
or warrants which are or become exercisable within 60 days.                     

(8)     Includes 1,500 shares of Common Stock that Mr. Samets may acquire upon  
the exercise of options or warrants which are or become exercisable within      
60 days.                                                                        

(9)     Represents 86,000 shares of Common Stock that Mr. Phillips may acquire  
upon the exercise of options which are or become exercisable within 60 days.    

(10)    Includes an aggregate of 396,123 shares of Common Stock owned by        
directors and executive officers and an aggregate of 395,447 shares of Common   
Stock which directors and executive officers may acquire upon the exercise of   
options and warrants which are or become exercisable within 60 days. See notes  
(2), (3), (4), (5), (6), (7), and (8).                                          

MANAGEMENT                                                                      

Directors                                                                       

    The Company's Articles of Incorporation and Restated By-Laws provide for the
Company's business to be managed by or under the direction of the Board of      
Directors.  Under the Company's Articles of Incorporation and Restated By-Laws, 
the number of directors is fixed from time to time by the Board of Directors,   
which number may not be less than three nor more than twelve, and directors     
serve in office until the next annual meeting of Stockholders and until their   
successors have been elected and qualified.                                     

   Pursuant to the Company's Articles of Incorporation and Restated By-Laws, the
Board of Directors has voted (i) to fix the size of the Board of Directors at   
six and (ii) to nominate Arthur Gray, Jr., Jeffrey Hollender, Sheila Hollender, 
Peter Graham, Joshua Sapan, and Yoram Samets for election at the Meeting to     
serve until the next annual meeting of Stockholders and until their respective  
successors have been elected and qualified.                                     

 The names of the Company's current directors and certain information about them
are set forth below:                                                            

Name                     Age        Position with the Company                 

Arthur Gray, Jr.          75        Chairman of the Board                     
Jeffrey A. Hollender      43        President, Chief Executive Officer        
        and Director
Sheila Hollender          43        Director                                  
Joshua Sapan              47        Director                                  
Peter Graham              43        Director                                  
Yoram Samets              48        Director                                  

 Arthur Gray, Jr. has served as a Director of the Company since June 1989 and as
Chairman of the Board since August 1993. Since July 1993, Mr. Gray has been a   
Managing Director of Cowen Asset Management, a subsidiary of Cowen & Company.   
Prior to joining Cowen Asset Management, from 1984 to 1993 Mr. Gray was         
President and Chief Executive Officer of Dreyfus Personal Management, Inc., a   
division of Dreyfus, Inc..  Mr Gray is also a Director of Genelabs Technologies,
Inc., a publicly traded company, and the National Museum of Natural History.    
Mr Gray has also served as a Director and Co-Chairman of the Finance Committee  
of the American Arbitration Association.                                        

   Jeffrey A. Hollender has served as the Chief Executive Officer and a Director
of the Company since March 1989 and President of the Company since June 1992.   
He served as Chairman of the Board from March 1989 to August 1993. Prior to     
joining the Company, Mr. Hollender was a management consultant with the Briar   
Patch Group, a consulting firm he founded in 1987. From 1979 to 1987, he was    
President and Chief Executive Officer of Warner Audio Publishing, a division    
of Warner Communications, and its predecessor, Network for Learning, Inc. Mr.   
Hollender is the author of How to Make the World a Better Place and serves on   
the Board of Directors of the Vermont Businesses for Social Responsibility.     

   Sheila Hollender has served as a Director of the Company since June 1993. Ms.
Hollender has been a partner of the law firm Rudd, Rosenberg & Hollender since  
1990, was a partner of the law firm Bell, Kalnick, Sassawer, Klee, Green & Rudd 
from 1988 to 1990, and was a partner of the law firm Rosen, Rudd, Kera,         
Graubard & Hollender from 1986 to 1988.   Ms. Hollender currently is employed   
as a commissioned salesperson for the Company.  Sheila Hollender is the spouse  
of Jeffrey Hollender.                                                           

       Joshua Sapan has served as a Director of the Company since April 1989. In
1995, Mr. Sapan was named CEO of Rainbow Programming Holdings, Inc., which      
operates a portfolio of cable television networks owned by Cablevision, NBC     
and TCI.  They include American Movie Classics, Bravo, The Independent Film     
Channel, MuchMusic USA, SPORTSCHANNEL Regional Network, Prime Network,          
NewSport and News 12.  In July 1993, Mr. Sapan was named Rainbow President      
and COO, after joining the company in 1987 as President of Rainbow's            
entertainment division.  Previously, he was Senior Vice President of            
Marketing for Showtime Entertainment.                                           

    Peter Graham has served as a Director of the Company since December 1993. He
is President and a Director of Ladenburg, Thalmann Group, Inc., a New York      
investment banking firm.  Mr. Graham joined Ladenburg, Thalmann & Co., Inc.     
("Ladenburg"), a subsidiary of Ladenburg, Thalmann Group, Inc. in 1976, and     
has served on Ladenburg's Board of Directors since 1982.  He also serves as     
a Director of the following public companies: Rudy's Restaurant Group, Inc.,    
Suspensions and Parts Industries, Ltd., and Regency Equities Corporation.       

    Yoram Samets has served as a Director of the Company since December 1997. He
is Managing Director of Kelliher/Samets/Volk, a 20 year old integrated          
marketing communications firm.  In addition to his managing director role, he   
is also the executive creative director for the agency.  During the fiscal      
year ended December 31, 1997, Mr. Samets' firm was engaged to perform           
consulting services for the Company.                                            

Committees of the Board of Directors and Meetings                               

  Meeting Attendance. During the fiscal year ended December 31, 1997, there were
five meetings of the Board of Directors.  Arthur Gray, Jr., Peter Graham,       
Jeffrey Hollender, Sheila Hollender, and Yoram Samets attended all of the       
meetings held of the Board and of Committees of the Board on which they served  
during 1997.  Joshua Sapan was unable to attend the meetings of the Board of    
Directors during the fiscal year ended December 31, 1997.                       

     Audit Committee. The Audit Committee, which met three times in fiscal 1997,
currently has two members, Arthur Gray, Jr. and Peter Graham.  The Audit        
Committee reviews the engagement of the Company's independent accountants,      
reviews annual financial statements, considers matters relating to accounting   
policy and internal controls and reviews the scope of annual audits.            

      Compensation Committee. The Compensation Committee, which met six times in
fiscal 1997, currently has two members, Arthur Gray, Jr. and Peter Graham.      
The Compensation Committee reviews, approves and makes recommendations on the   
Company's compensation policies, practices and procedures to ensure that legal  
and fiduciary responsibilities of the Board of Directors are carried out and    
that such policies, practices and procedures contribute to the success of the   
Company. The Compensation Committee also administers the Company's 1993 and     
1994 Employee, Director and Consultant Stock Option Plans and the 1990 Stock    
Option Plan.                                                                    

   Compensation Committee Interlocks and Insider Participation. The Compensation
Committee has two members, Arthur Gray, Jr. and Peter Graham. None of the       
members of the Compensation Committee are employed by the Company.              

     The Board of Directors does not have a standing nominating committee.

Compensation of Directors                                                       

   Pursuant to the 1993 Employee, Director and Consultant Stock Option Plan (the
"Plan"), each non-employee director is automatically granted, on an annual      
basis, options to purchase 1,500 shares of Common Stock at exercise prices      
equal to the fair market value of the Common Stock on the date of grant.        
Expenses incurred in attending Board of Directors meetings and committee        
meetings are reimbursed by the Company.                                         

Executive Officers                                                              

    The name of, and certain information regarding, the executive officer of the
Company who is not also a director, is set forth below.                         

Name               Age     Position                             

      Jeffrey Phillips   46      Executive Vice President, Marketing & Sales

  Jeffrey Phillips has served as Executive Vice President of Marketing and Sales
of the Company since February 1996, and Vice President of Marketing and Sales   
since February 1994. Prior to joining the Company, from 1986 through February   
1994, Mr. Phillips served as Vice President of Marketing for Webster Industries,
a Division of Chelsea Industries, Inc., a manufacturer of consumer household    
products.                                                                       

EXECUTIVE COMPENSATION                                                          

Summary Compensation Table                                                      

   The following Summary Compensation Table sets forth summary information as to
compensation received by the Company's Chief Executive Officer and the other    
most highly compensated person who was serving as an executive officer of the   
Company as of  December 31, 1997 (collectively, the "Named Executive Officers") 
for services rendered to the Company in all capacities during the three fiscal  
years ended December 31, 1997.  No other executive officer of the Company earned
more than $100,000 for the year ended December 31, 1997.                        

                       Long Term
                        Compensation
                        Securities
                      Annual            Underlying       All Other
                      Compensation $     Options/SARs(#)  Compensation $

Name and Principal     Fiscal                                                   
Position                Year   Salary $  Bonus $                                

Jeffrey A. Hollender (1) 1997  $135,000        -  0 / 0              $6,867     
President and Chief      1996  $135,000  $25,000  0 / 120,000        $6,571     
Executive Officer      1995  $125,000  $25,000                     $5,226   

Jeffrey M. Phillips (2)  1997  $115,000        -  0 / 0              $6,000     
Vice President,          1996  $107,500  $20,000  50,000 / 30,000    $6,000     
Sales & Marketing      1995  $100,000  $15,000                              

 (1) The amounts of All Other Compensation for Jeffrey Hollender during the last
three fiscal years consist of insurance premiums paid by the Company with       
respect to term life insurance for the benefit of Mr. Hollender and the cost    
of leasing an automobile for Mr. Hollender's use.                               

        (2) The amount of All Other Compensation for Mr. Phillips consists of an
automobile allowance.                                                           

Option/SAR Grants in Last Fiscal Year                                           

   The Company did not issue any options or SARs to the Named Executive Officers
in the fiscal year ended December 31, 1997.                                     

Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End Values             

      There were no exercises of options or SARs by the Named Executive Officers
during the last fiscal year. The following table indicates the number of shares 
covered by both exercisable and unexercisable stock options and SARs held by    
the Named Executive Officers as of December 31, 1997. None of the exercisable   
or unexercisable options granted to the Named Executive Officers were           
"in-the-money" as of December 31, 1997.  150,000 of the SARs granted to the     
Named Executive Officers were "in-the-money" as of December 31, 1997,           
although none of such SARs are exercisable.  Options and SARs are classified    
as "in-the-money" only if there is a positive spread between the exercise       
price of such options or SARs and the fiscal year end value of the Company's    
Common Stock. None of the options held by the Named Executive Officers have     
exercise prices less than $.50, the average of the bid and ask price per        
share of the Company's Common Stock as reported in the NASDAQ OTC Bulletin      
Board on December 31, 1997.  With respect to the SARs, the average base price   
was $0.4375 per unit at the grant date, and the average base exercise price     
of the unexercisable SARs would have been $0.50 per unit at December 31, 1997.  

Number of Securities        
                    Underlying                    Value of
                Unexercised Options/SARs           Unexercised
                    at Fiscal Year-End (#)         In-the-Money SARs
Name                    Exercisable  Unexercisable  Exercisable  Unexercisable  

Jeffrey A. Hollender  209,124 / 0    0 / 120,000           0         $7,500     
Jeff Phillips          86,000 / 0    0 /  30,000           0         $1,875     

Employment Contracts, Termination of Employment and Change of Control           
Arrangements                                                                    

       The Company entered into a five-year employment agreement with Jeffrey A.
Hollender, effective November 29, 1993, pursuant to which Mr. Hollender         
serves as President and Chief Executive Officer.  The agreement contains a      
covenant by Mr. Hollender not to compete with the Company during his employment 
and for a period of two years thereafter.  The agreement provides for an annual 
salary of $125,000 during the first year, with a cost of living increase in the 
second and third years and annual increases thereafter to be determined by the  
Compensation Committee based primarily on the performance of the Company.  In   
the event Mr. Hollender is terminated without cause, the Company has agreed to  
pay his salary for the remaining term of the agreement. The Company is the      
owner and sole beneficiary of a $1,500,000 term life insurance policy           
covering Mr. Hollender.                                                         

   The Company has entered into a five-year employment agreement with Jeffrey M.
Phillips, effective February 28, 1994, pursuant to which Mr. Phillips serves    
as Vice President of Marketing and Sales of the Company. The agreement contains 
a covenant by Mr. Phillips not to compete with the Company during his employment
and for a period of two years thereafter. The agreement provides for an annual  
salary of $100,000 during the first year with annual increases thereafter to be 
determined by the Compensation Committee based on Mr. Phillips' performance and 
the performance of the Company. Mr. Phillips is also entitled to receive a      
bonus of up to $25,000, payable at the end of each fiscal year as shall be      
determined by the Compensation Committee of the Board of Directors in its       
sole discretion.                                                                

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE                         

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and officers, and persons who own more than 10% of the Company's      
Common Stock, to file with the Securities and Exchange Commission (the "SEC")   
initial reports of beneficial ownership and reports of changes in beneficial    
ownership of the Common Stock and other equity securities of the Company.       
Officers, directors and greater than 10% beneficial owners are required by      
SEC regulation to furnish the Company with copies of all Section 16(a) forms    
they file.                                                                      

        To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and written representations that no other      
reports were required, during the fiscal year ended December 31, 1997, all      
Section 16(a) filing requirements applicable to its officers, directors and     
greater than 10% beneficial owners were complied with.                          

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                  

  During 1996 and 1997, Jeffrey A. Hollender, the Chief Executive Officer of the
Company, guaranteed up to $300,000 of the obligations of the Company to one of  
its principal suppliers.                                                        

ELECTION OF DIRECTORS                                                           

(Notice Item 1)                                                                 

  Under the Company's Articles of Incorporation and Restated By-Laws, the number
of directors is fixed from time to time by the Board of Directors, which number 
may not be less than three nor more than twelve, and directors serve in office  
until the next annual meeting of Stockholders and until their successors have   
been elected and qualified.                                                     

   Pursuant to the Company's Articles of Incorporation and Restated By-Laws, the
Board of Directors has voted:  (i) to set the size of the Board of Directors at 
six, and (ii) to nominate Arthur Gray, Jr., Jeffrey Hollender, Sheila Hollender,
Joshua Sapan, Peter Graham, and Yoram Samets for election at the Meeting to     
serve until the next annual meeting of Stockholders and until their respective  
successors have been elected and qualified.                                     

   Unless authority to vote for any of the nominees named above is withheld, the
shares represented by the enclosed proxy will be voted FOR the election as      
directors of such nominees.  In the event that any nominee shall become unable  
or unwilling to serve, the shares represented by the enclosed proxy will be     
voted for the election of such other person as the Board of Directors may       
recommend in his or her place.  The Board has no reason to believe that any     
nominee will be unable or unwilling to serve.                                   

   A plurality of the shares voted affirmatively or negatively at the Meeting is
required to elect each nominee as a director.                                   

     THE BOARD OF DIRECTORS RECOMMENDS THE ELECTION OF ARTHUR GRAY, JR., JEFFREY
A. HOLLENDER, SHEILA HOLLENDER, JOSHUA SAPAN, PETER GRAHAM, AND YORAM SAMETS    
AS DIRECTORS, AND PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR         
THEREOF UNLESS A STOCKHOLDER HAS INDICATED OTHERWISE ON THE PROXY.              

OTHER MATTERS                                                                   

    The Board of Directors knows of no other business which will be presented to
the Meeting.  If any other business is properly brought before the Meeting,     
it is intended that proxies in the enclosed form will be voted in respect       
thereof in accordance with the judgment of the persons voting the proxies.      

INDEPENDENT PUBLIC ACCOUNTANTS                                                  

       The Board of Directors has appointed Coopers & Lybrand L.L.P, independent
public accountants, to audit the financial statements of the Company for the    
fiscal year ending December 31, 1998. Coopers & Lybrand L.L.P audited the       
Company's financial statements for the fiscal year ended December 31, 1997.     
The Company does not expect that representatives of  Coopers & Lybrand L.L.P.   
will be present at the Meeting.                                                 

STOCKHOLDER PROPOSALS                                                           

   To be considered for presentation at the Annual Meeting of Stockholders to be
held in 1999, Stockholder proposals must be received, marked for the attention  
of:  Jeffrey A. Hollender, President and Chief Executive Officer, Seventh       
Generation, Inc., One Mill Street, Box A26, Burlington, VT  05401-1530, no      
later than December 11, 1998.                                                   

        WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE MEETING, YOU ARE URGED TO
FILL OUT, SIGN, DATE AND RETURN THE ENCLOSED PROXY AT YOUR EARLIEST CONVENIENCE.

By order of the Board of Directors:                             

Anita B. Lavoie                                                 
SECRETARY                                                       
April 10, 1998                                                                

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘DEF 14A’ Filing		Date		Other Filings
		12/31/98		10KSB,  8-K
		12/11/98
Filed on:		6/4/98
		5/4/98
		4/10/98
		3/16/98
		2/13/98
For Period End:		12/31/97		10KSB,  8-K
		2/28/94
		11/29/93
				List all Filings