PricewaterhouseCoopers LLP

UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934
Release No. 42387 / February 4, 2000

ACCOUNTING AND AUDITING ENFORCEMENT
Release No. 1219 / February 4, 2000

ADMINISTRATIVE PROCEEDING
File No. 3-9809

I.

On January 14, 1999, the Securities and Exchange Commission ("Commission"), instituted public administrative proceedings against PricewaterhouseCoopers LLP ("PwC") and accepted PwC's Offer of Settlement pursuant to the Order Instituting Proceedings and Opinion and Order Pursuant to Rule 102(e) of the Commission's Rules of Practice, File No. 3-9809 (January 14, 1999) (the "Order").

II.

A. Pursuant to section V.B.4. of the Order, PwC undertook to establish within 30 days a fund of $2.5 million to be used within 12 months, in a manner not unacceptable to the Commission staff, for program(s) to further awareness and education throughout the profession relating to the independence requirements for public accounting firms. PwC also undertook to, within 30 days of the expiration of the 12 month period, provide the Commission staff with an accounting of all funds paid. PwC has requested that the deadline for using the fund be extended until January 14, 2001.

B. In its request, PwC has stated that it has timely established the fund and placed the monies into an interest bearing account. Accrued interest is kept within the fund and will be used for the educational purposes for which the fund was established. In addition, an independent oversight committee of three individuals knowledgeable about issues concerning the fund and its use has been and continues to advise PwC regarding appropriate educational programs to establish and implement with financial support from the fund. PwC and the independent oversight committee have created a proposal for using the education fund.

III.

A. The Commission deems it appropriate and in the public interest to extend until January 14, 2001 the deadline for PwC to comply with its undertaking in section V.B.4. of the Order to use the fund and to extend until February 14, 2001, the deadline for PwC to provide an accounting of all funds.

B. The Commission further deems it appropriate and in the public interest that interim deadlines be established. The Commission and PwC agree to the following interim deadlines. First, by April 1, 2000, PwC shall prepare materials and create a website for profession-wide interactive training on independence rules. Second, by September 1, 2000, PwC shall complete educational programs for accounting practitioners. Third, by December 1, 2000, PwC shall complete educational programs for undergraduate and graduate accounting students and for academic faculties. These interim deadlines may be modified by the staff at its discretion, and for good cause shown.

IV.

A. Accordingly, IT IS HEREBY ORDERED THAT the deadline for PwC to use the fund described in section V.B.4. of the Order is hereby extended until January 14, 2001, and to provide an accounting of all funds is extended until February 14, 2001.

B. IT IS HEREBY FURTHER ORDERED that, unless modified by the staff at its discretion, and for good cause shown, PwC shall comply with the interim deadlines set forth in this Order Extending Time to Comply with Undertaking for use of the fund established pursuant to the undertaking set forth in section V.B.4. of the Order.

By the Commission.

Jonathan G. Katz
Secretary