SEC Office of the Chief Accountant staff letter: Letter from the Deputy Chief Accountant to Deloitte Touche Tohmatsu on the disposition of its member firm's Spanish consulting practice, GMS Management Solutions, S.L.

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January 18, 2005

Deloitte Touche Tohmatsu Mr. Charles A. Horstmann 1633 Broadway New York, New York 10019-6754

Dear Mr. Horstmann:

The staff has reviewed your letter of January 14, 2005 concerning Deloitte Touche Tohmatsu’s (“DTT”) sale by its member firm Deloitte & Touche Espana (“D&T Spain”), DTT’s member firm in Spain, of their consulting business which has operated under the name GMS Management Solutions, S.L. since December 30, 2002 (referred to as “GMS”), to the former consulting partners of GSM. In your letter, you detail key terms of the transaction and conditions that DTT, including entities that have been considered part of DTT under Rule 2-01(f)(2) of Regulation S-X, have complied or will comply with in connection with the completion of the transaction. Your letter concludes that, based on its compliance with those terms and conditions, DTT should not be considered to have a “mutual or conflicting interest” or a “direct or material indirect business relationship” with, or a “direct financial interest or material indirect financial interest” in, any of its audit clients that are also clients of or enter into business relationships with or invest in GMS, or that are invested in by GMS or any departing GMS Partners or employees.