Dear Rudy,

Isn't the business world great? The money's terrific, you don't have to smile at all those annoying voters, and you don't have a city council to deal with. Your firm, Giuliani Partners, has signed up big-bucks customers including Ernst & Young, Nextel, Aon, Mexico City and the horse-racing industry. You can be the statesman and big-picture guy and rainmaker while your partners and minions do the grunt work.

You're on the market at the peak of your star power, thanks to your dazzling 9/11 performance. You're Mr. Clean at a time when corporate America is mired in muck and will pay big for probity. You're Mr. New York Turnaround at a time when lots of huge companies badly need turning.

Although you've moved from politics to pursuing profit, one thing hasn't changed: We media types still feel compelled to offer you unsolicited advice. Except now it comes from business writers rather than political writers.

I'm a fan -- I like most of what you did during your mayoralty. And who can disagree with the principles you lay out in your book "Leadership"? I'm especially fond of "Underpromise and Overdeliver." Alas, you seem to have ignored your own advice last week when you talked about what you'd do as chairman of WorldCom, the bankrupt telecom giant. You said that you would make it a model of corporate governance and would separate the jobs of chairman and chief executive. But WorldCom hasn't hired you. The creditors committee, which runs the bankrupt company, has just hired Michael Capellas, formerly the No. 2 guy at Hewlett-Packard, as both chairman and CEO.

Here's the problem. Your firm's client isn't WorldCom. It's David Matlin, a vulture investor whose investment funds have bought tons of WorldCom bonds. Matlin has a reputation as a successful bankruptcy player and may end up controlling WorldCom. But he doesn't control it now.

Don't expect the bankruptcy guys to roll over for you. You thought the mobsters you tackled back when you were a U.S. attorney in the 1980s were tough? Bankruptcy guys are double tough. There are almost never enough assets to pay everyone in full, so the way you maximize your profit is by taking a piece out of someone else. That's why bankruptcy is a blood sport.

In politics, a high profile is a sign of strength. In bankruptcy, it's often a sign of weakness. Neither your firm nor Matlin's will talk about how your name suddenly surfaced in connection with WorldCom. But some vultures I consulted think you were sandbagged by Matlin rivals who are also playing in WorldCom, the biggest U.S. bankruptcy ever. Despite Matlin's huge WorldCom stake -- supposedly about 10 percent of the company's $30 billion in debt -- he's not on the creditors committee. That's because joining it would limit his freedom to trade WorldCom securities.

When Matlin found out that the committee was considering Capellas for chairman, this story goes, he pushed for you and said he'd hired your firm months earlier. News of your role -- or supposed role -- promptly leaked out and helped raise the price of WorldCom's bonds. Normally, higher prices would be good for someone like Matlin, who has a lot of bonds he bought at cheaper prices. Here higher prices are bad. Matlin has to own at least a third of WorldCom's bonds to control the bankruptcy. But he owns only about 10 percent. Having the bonds' price rise to about 25 cents on the dollar from the low teens a few weeks ago is a problem. It makes it far more expensive and risky for him to buy. In politics, you talk about what you're going to do before you've done it. In bankruptcy, you want to do it first and talk about it later.

Bankruptcy isn't an election, where you win if you get a plurality. You can control the company that emerges from Chapter 11 but still lose your shirt if your stake in the new company is worth less than what you paid for your bonds. Getting WorldCom out of bankruptcy doesn't resolve the question of whether it has a viable business. There's a glut of telecom capacity around. And many companies want to throttle WorldCom, whose profit margins were so high that competitors had to fire thousands of people to produce comparable margins. But WorldCom's numbers turned out to be phony. "We were like a greyhound chasing a mechanical rabbit. It made us run faster and get in better shape, but the race was fundamentally unfair," says Dick Martin, former head of public relations for AT&T.

Anyway, have fun. You used to be a $195,000-a-year New York City wage slave; now you can gross that much with two speeches. But be careful. If Mr. Clean lies down with too many dogs, even he may wake up with fleas. And that would be a shame. Welcome to corporate America.

Sloan is Newsweek's Wall Street editor. His e-mail address is sloan@panix.com.