FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
O CONNOR KEVIN J

(Last) (First) (Middle)
6303 BARFIELD ROAD

(Street)
ATLANTA GA 30328

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
INTERNET SECURITY SYSTEMS INC/GA [ ISSX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/20/2006
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Shares(1) 10/20/2006 D 42,266 D $28(1) 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Opiotn (right to buy)(2) $3.5 10/20/2006 D 40,000 12/08/1998 12/07/2007 Common Shares 40,000 $0(2) 0 D
Non-Qualified Stock Option (righ to buy)(3) $21.5625 10/20/2006 D 5,000 05/25/1999 05/24/2009 Commoon Shares 5,000 $0(3) 0 D
Non-Qualified Stock Option (right to buy)(4) $85.625 10/20/2006 D 2,500 05/24/2001 05/23/2010 Common Shares 2,500 $0(4) 0 D
Non-Qualified Stock Option (righ to buy)(4) $55.8 10/20/2006 D 2,500 05/23/2002 05/22/2011 Common Shares 2,500 $0(4) 0 D
Non-Qualified Stock Opiton (right to buy)(5) $16.1 10/20/2006 D 10,000 05/29/2003 05/28/2012 Common Shares 10,000 $0(5) 0 D
Non-Qualified Stock Option (right to buy)(5) $16.01 10/20/2006 D 10,000 05/28/2004 05/27/2013 Common Shares 10,000 $0(5) 0 D
Non-Qualified Stock Option (right to buy)(5) $15.14 10/20/2006 D 10,000 05/24/2005 05/23/2014 Common Shares 10,000 $0(5) 0 D
Non-Qualified Stock Option (righ to buy)(6) $21.58 10/20/2006 D 10,000 08/24/2005 05/23/2014 Common Shares 10,000 $0(6) 0 D
NOn-Qualified Stock Option (righ to buy)(6) $20.745 10/20/2006 D 10,000 08/26/2006 05/25/2013 Comon Shares 10,000 $0(6) 0 D
Explanation of Responses:
1. Converted pursuant to the Agreement and Plan of Merger (the Merger Agreement), dated as of August 23, 2006, among International Business Machines Corporation (IBM), Aegis Acquisition Corp. and Internet Security Systems, Inc. (ISS) in exchange for the right to receive $28.00 in cash per share.
2. Converted pursuant to the Merger Agreement into the right to receive an amount in cash per share subject to the option equal to the difference between the per share exercise price and $28.00. Original vesting provided a series of four equal annual installments beginning on 12-8-1998.
3. Converted pursuant to the Merger Agreement into the right to receive an amount in cash per share subject to the option equal to the difference between the per share exercise price and $28.00. Original vesting provides fully vested as of the grant date.
4. Cancelled pursuant to the Merger Agreement. Original vesting provided fully vested one year from grant date.
5. Converted pursuant to the Merger Agreement into the right to receive an amount in cash per share subject to the option equal to the difference between the per share exercise price and $28.00. Original vesting provides full vesting one year from grant date.
6. Converted pursuant to the Merger Agreement into the right to receive an amount in cash per share subject to the option equal to the difference between the per share exercise price and $28.00. Original vesting provides vesting over two years, 12.5% quarterly beginning three months from grant
Sean Bowen P-O-A Kevin O'Connor 11/03/2006
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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