Re:  SEC Issues Statement of Factors for Evaluating a Commpany's
Cooperation in Exercising Enforcement Discretion

                     Attached is a memorandum from Sullivan & Cromwell
concerning the above subject.  A summary is also included at the end
of the text of this e-mail message.

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Hard copies can be obtained from Ivy Moreno at S&C in New York,
telephone 212-558-3448, e-mail: Morenoi@sullcrom.com.


SUMMARY

                                         On October 23, 2001, the Securities and
Exchange Commission issued a statement setting forth a framework
for evaluating whether, and to what extent, to credit a company
for self-policing, self-reporting, remediation and cooperation. The SEC encourages companies to self-report potential violations
of federal securities laws to the SEC by acknowledging that the
SEC may credit a company's cooperation in deciding whether and
how to take enforcement action.  The elements of cooperation set
forth by the SEC in its statement offer both significant rewards
and risks to reporting companies.

















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