To the Board of Directors of
Circle Income Shares, Inc.
In planning and performing our audit of the financial statements
of Circle Income Shares, Inc. for the year ended June 30, 2000,
we considered its internal control, including control activities
for safeguarding securities, in order to determine our auditing
procedures for the purpose of expressing our opinion on the
financial statements and to comply with the requirements of
Form N-SAR, not to provide assurance on internal control.
The management of Circle Income Shares, Inc. is responsible
for establishing and maintaining internal control. In fulfilling
this responsibility, estimates and judgments by management are
required to assess the expected benefits and related costs of
controls. Generally, controls that are relevant to an audit pertain
to the entity's objective of preparing financial statements for
external purposes that are fairly presented in conformity with
generally accepted accounting principles. Those controls include
the safeguarding of assets against unauthorized acquisition,
use or disposition.
Because of inherent limitations in internal control, error or fraud
may occur and not be detected. Also, projection of any evaluation
of internal control to future periods is subject to the risk that it
may become inadequate because of changes in conditions or that
the effectiveness of the design and operation may deteriorate.
Our consideration of internal control would not necessarily
disclose all matters in internal control that might be material
weaknesses under standards established by the American Institute
of Certified Public Accountants. A material weakness is a
condition in which the design or operation of one or more of the
internal control components does not reduce to a relatively low
level the risk that misstatements caused by error or fraud in
amounts that would be material in relation to the financial
statements being audited may occur and not be detected within
a timely period by employees in the normal course of performing
their assigned functions. However, we noted no matters involving
internal control and its operation, including controls for
safeguarding securities, that we consider to be material weaknesses
as defined above as of June 30, 2000.
This report is intended solely for the information and use of
management and the Board of Directors of Circle Income Shares,
Inc. and the Securities and Exchange Commission and is not
intended to be and should not be used by anyone other than these
specified parties.
/s/ ARTHUR ANDERSEN LLP
Cincinnati, Ohio,
July 14, 2000
