FOR IMMEDIATE RELEASE 						2001-32



EXEMPTIVE ORDER ISSUED GOVERNING EMPLOYEE STOCK OPTION EXCHANGE OFFERS



	Washington, D.C., March 21, 2001 - Today the Securities and Exchange
Commission's Division of Corporation Finance announced the issuance of an exemptive
order addressing employee stock option exchange offers.  The exemptive order permits
issuers to make these exchange offers without the need to comply with the rules requiring
tender offers to be extended to all security holders of a class at the same price.  The order
contains conditions designed to assure that this relief is only given in the context of
compensatory offers and that adequate disclosure is provided to employees.  The
Division also issued guidance on disclosure and processing issues relating to these
exchange offers in the form of an update to its Current Issues and Rulemaking Projects
Outline.

	The exemptive order and the update to the outline will be made available in the
Corporation Finance area of the SEC's website at http://www.sec.gov. 



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