From: Larry McIntyre [Larry.McIntyre@toro.com]
Sent: Wednesday, November 27, 2002 3:09 PM
To: rule-comments@sec.gov
Cc: Ken Melrose
Subject: File No. S7-40-02

Mr. Jonathan G. Katz, Secretary
U.S. Securities and Exchange Commission

Re: File No. S7-40-02

Dear Mr. Katz:

I am Secretary and General Counsel of The Toro Company, a reporting company 
with securities listed on The New York Stock Exchange.

I write to comment on the proposed rule defining "financial expert" for purposes 
of the Sarbanes-Oxley Act.

I believe that a Chief Executive Officer of a public company who actively 
participates in the review of financial statements and supervises those who 
prepare such statements should be considered a financial expert. The certifications 
required under the Sarbanes-Oxley Act require that CEOs be familiar with gaap and 
the application of gaap in connection with the accounting for estimates, accruals 
and reserves, impose responsibility for establishing and maintaining internal 
controls as well as evaluating the effectiveness of internal controls, and 
understand audit committee functions.

Since both the CFO and the CEO are required to be able to make the required 
certifications under Section 302 and 906 of the Sarbanes-Oxley Act, both the 
CFO and the CEO should meet the requirements for being considered a financial 
expert under Section 407(a) of the Act.

Respectively submitted,

J. Lawrence McIntyre
Vice President, Secretary and General Counsel
The Toro Company
Bloomington, Minnesota