Rooks - Pitts


May 7, 2003

Mr. Jonathan G. Katz, Secretary
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549-0609

Re: File No. S7-06-03
Proposed Rule: Certification of Disclosure in Certain Exchange Act Reports

Dear Mr. Katz:

This is to raise a question and seek clarification concerning an aspect of the proposed amendments regarding certifications under Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 (the "Act").

Will "voluntary filers" be required to furnish certifications under Section 906 of the Act with their periodic reports?

As background, I note Section 906 of the Act specifies that statements under that section are required for a periodic report containing financial statements filed by an issuer, and the U.S. Securities and Exchange Commission, Division of Corporate Finance: "Sarbanes-Oxley Act of 2002 - Frequently Asked Questions," explains that a "voluntary filer" is not an "issuer" under the Act.

From my reading of the proposed amendments, particularly concerning the standard instructions for filing forms, and the related discussion, I think it is somewhat unclear whether Section 906 certifications are intended to be required under the amendments only for periodic reports by issuers or also those by voluntary filers. Although Exhibit (32), which pertains to Section 906 certifications, is a required exhibit, the description of the exhibit at least indirectly supports the view that Section 906 certifications are required only for issuers because it cites a statute and proposed regulations that refer to requirements for "[e]ach periodic report containing financial statements filed by an issuer." The discussion of the proposed amendments, at page 4, indicates Section 906 certifications will be required to be provided with periodic reports containing financial statements, but also states issuers will be required to furnish Section 906 certifications.

I respectfully suggest clarifying whether Section 906 certifications will be required for periodic reports by voluntary filers. I will appreciate your consideration of this comment.

Very truly yours,

Marc A. Primack