The auto workers' union, Chrysler car dealers and some big shareholders have publicly opposed the takeover.

The biggest shareholder, Heartland Advisers, with a 24 percent stake, opposed the plan.

And now the deal faces a challenge from within: Walter B. Hewlett, the son of a co-founder, says he will encourage shareholders to oppose the merger.

After all, it is hardly in their interest to encourage the idea that shareholders should actively oppose the wishes of management.

It proposed an earlier merger in 1981 with Bendigo Bank, but Bendigo customers and shareholders opposed the move.

No major shareholders have publicly opposed the transaction.

Foreign shareholders oppose the nominations, citing "undue influence" of the creditor banks.

Several large shareholders oppose the merger plan.

Norfolk Southern contended yesterday that shareholders with at least 53 percent of the company's stock outstanding had opposed the measure.

Rarely is there any competition, so a single affirmative vote will carry the day no matter how many shareholders oppose a candidate.