FOR IMMEDIATE RELEASE                            2001-144


         SEC Cautions Companies, Alerts Investors to
         Potential Dangers of "Pro Forma" Financials

     Washington,  DC,  December 4,  2001  --  Today  we  are
issuing  cautionary advice that companies and their advisors
should   consider  when  releasing  "pro  forma"   financial
information. We believe it is appropriate to sound a warning
about  the  presentation of company earnings  and  operating
results  on the basis of methodologies other than  Generally
Accepted Accounting Principles (GAAP).

     We  are also issuing an "Investor Alert" that describes
how  "pro forma" financials should be analyzed, including  a
reminder  that  they should be viewed with  appropriate  and
healthy   skepticism.    Because   "pro   forma"   financial
information  by  its  very nature departs  from  traditional
accounting  conventions,  its  use  can  make  it  hard  for
investors to compare an issuer's financial information  with
other reporting periods and with other companies.

      We  believe  that  -- with appropriate  disclosure  --
accurate  interpretations of and summaries of GAAP financial
statements  benefit  investors.  The cautionary  advice  and
investor  alert  are part of our commitment to  improve  the
quality, timeliness, and accessibility of publicly available
financial information.

     The  Investor Alert on  "pro  forma" financials and the 
Commission’s release on cautionary advice on the use of "pro 
forma" financial information  can be accessed  on the  SEC’s 
Website at  www.sec.gov and  then  clicking  on  "SEC Issues 
Caution, Alert on Pro Forma Financials."


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