State Teachers Retirement System of Ohio

VIA EMAIL: rule-comments@sec.gov

October 30, 2002

Secretary
U.S. Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549-0213

RE: Release No. 34-46620; File No. SR-NYSE-2002-46
Release No. 34-46649; File No. SR-NASD-2002-140

Dear Secretary:

I am the Executive Director of the State Teachers Retirement System of Ohio ("STRS Ohio"). STRS Ohio is responsible for investing the pension plan assets for Ohio's public school teachers. We invest on behalf of over 306,000 active and inactive teacher members throughout the State of Ohio and pay benefits to over 105,000 retired teachers. STRS Ohio and its Board very strongly believe that shareholder oversight of equity compensation plans is critical. We very much appreciates the opportunity to comment on the proposed rules noted above.

As you may know, STRS Ohio is a member of the Council of Institutional Investors ("CII"). We are sending this letter to voice our strong support for the comments regarding the proposed rules incorporated in CII's letter dated October 24, 2002, which was signed by the Executive Director of the CII, Sarah A.B. Teslik. In brief, the CII comments support the proposed NYSE rules to prohibit broker voting on equity compensation proposals and to eliminate its traditional "treasury stock exemption." The CII comment letter goes on to suggest the elimination of certain exemptions to the proposed rules, including inducement awards, pre-existing plans acquired via merger or acquisition, section 123 plans, and parallel nonqualified plans, which we support. Finally, we urge you to work with the AMEX to adopt standards identical to the ones proposed by the NYSE and the NASD. We hope that you will seriously consider these comments as you work to finalize the rules.

If you would like me to provide any additional information or answer any questions, I would be happy to receive your call at (614) 227-4001. Thank you for considering this matter on behalf of our Board, our members, and our retirees.

Sincerely,

Herbert L. Dyer
Executive Director
C Council of Institutional Investors, Washington, DC