June 9, 2003

Mr. Jonathan G. Katz
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549-0609
[transmitted by e-mail]

Re: File No. S7-10-03

Dear Mr. Katz:

We are following up on our June 4, 2003 letter responding to the request for public comment regarding the recent directive to the Division of Corporation Finance to formulate possible changes in the proxy rules and regulations and their interpretations regarding procedures for the election of corporate directors.

In that letter, we expressed our view that this assignment should include an examination of the need for transparency among all organizations involved in the corporate governance process, including those making recommendations on which institutional investors rely in voting shares. Shortly after our letter was sent, the enclosed article-entitled "ISS Rates Firms-and Sells Roadmap to Boosting Scores"-appeared in the June 6 Wall Street Journal. I am also enclosing a recent article from the May/June 2003 Corporate Board Member entitled "ISS, The Gorilla You Should Make Nice To." These articles clearly make the case for the need to remove the mask from organizations providing advice to institutional shareholders so that the latter are fully aware of how that advice is being formulated.

Thank you for the opportunity to continue to provide our views on this important matter.

Sincerely yours,


Jeffrey C. McGuiness


See articles:

Wall Street Journal Online (June 6, 2003): "ISS Rates Firms -- and Sells Roadmap to Boosting Score." Want to Lift Your Company's Ranking On Corporate Governance? Buy the Test," by Monica Langley, Staff Reporter of The Wall Street Journal at: http://online.wsj.com/article/0,,SB105485006531971100,00.html

Corporate Board Member, May/Jun 2003: "ISS, The Gorilla You Should Make Nice To," by John R. Engen at http://www.boardmember.com/issues/archive.pl?article_id=11462.