August 19, 2002

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

File No. S7-21-02
Proposed Rule: Certification of Disclosure in Companies' Quarterly and Annual Reports
Release Nos. 34-46079; 34-46300

Dear Mr. Katz:

We appreciate the opportunity to comment on the Commission's proposed rule, Certification of Disclosure in Companies' Quarterly and Annual Reports, Release No. 34-46079, as supplemented by Release No. 34-46300 (the Proposed Rule).

Passage by Congress of the Sarbanes-Oxley Act of 2002 (the Act) has necessitated significant revision to the Commission's original proposals, and any final rule promulgated by the Commission must, by law, incorporate the provisions of the Act. Accordingly, we believe it to be a critical part of our commentary on the Proposed Rule to address certain of the inconsistencies and possible implementation issues that have arisen in our efforts to reconcile the requirements under the Proposed Rule, the Act, and existing professional standards. We hope the following comments will assist the Commission in designing a reporting regimen that incorporates executive officer certifications with respect to a company's system of internal controls that will provide benefit to investors and companies alike, without costly redundancy, and thereby contribute to the strength of and confidence in the U.S. capital markets.


Internal Control Certifications