Re: SEC Staff Interpretations of Pooling Rules


                     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 November 8, 2000, the Division of Corporation
Finance and the Office of the Chief Accountant of the Securities and
Exchange Commission ("SEC") released a summary of selected SEC staff
interpretations of the rules governing the pooling-of-interests method
of accounting for business combinations (the "Guidance").  The Guidance
includes references to two White Papers recently published by the
American Institute of Certified Public Accountants ("AICPA") that
summarize other SEC interpretations of the same rules.




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 - CMS10735.pdf