FOR IMMEDIATE RELEASE                             98-96

        SEC, NYSE and NASD Announce Blue Ribbon Panel
            To Improve Corporate Audit Committees
                              
     John Whitehead and Ira Millstein to Co-Chair Panel

     New York, NY, September 28, 1998 -- The Securities and
Exchange Commission, the New York Stock Exchange and the
National Association of Securities Dealers are pleased to
announce that the NYSE and the NASD will sponsor a "blue-
ribbon" panel drawn from the various constituencies of the
financial community to make recommendations on strengthening
the role of audit committees in overseeing the corporate
financial reporting process.  This action was taken in
response to recent concerns expressed by SEC Chairman Arthur
Levitt about the adequacy of the oversight of the audit
process by independent corporate directors.

     The panel of eleven members will be co-chaired by John
C. Whitehead, former Deputy Secretary of State and retired
Co-Chairman and Senior Partner of Goldman, Sachs & Co. and
Ira M. Millstein, Senior Partner of Weil Gotshal & Manges
LLP and a noted corporate governance expert.  It will
undertake an intensive study of the effectiveness of audit
committees in discharging their oversight responsibilities
and, within 90 days, make concrete recommendations for
improvement.  The panel's recommendations may include
changes to listing standards with respect to the role and
composition of audit committees, changes to the auditing
standards with respect to how auditors and audit committees
interact, new corporate disclosure requirements, and a
formulation of "best practices."

     Chairman Arthur Levitt, who delivered a major address
on the state of financial reporting on Monday at New York
University, praised the actions of the NYSE and the NASD,
saying, "The swiftness of their response indicates the type
of financial community leadership we need to keep the
American capital markets the deepest, most liquid in the
world.  I am confident that this group will produce tangible
recommendations for improving audit committee oversight of
the financial reporting process."

     "This initiative promises to benefit investors and
public corporations alike," said NYSE Chairman and CEO
Richard A. Grasso.  "The New York Stock Exchange applauds
Chairman Levitt and, as an institution that mandates the
highest standards of corporate governance, offers our full
support to the panel."

                          --more--
SEC, NYSE, and NASD News Release
September 28, 1998
Page 2


     Frank Zarb, Chairman and CEO of the NASD, who also will
serve on the panel, said, "The U.S. capital markets are the
most successful in the world because of the integrity of
each part of the capital formation process.  The audit
committees of our public companies play a vital role in this
process and have served the investing public well over the
years.  In an increasingly complex and global marketplace,
the role of the audit committees in overseeing the financial
implications of corporate decisions will only become more
critical."

     In response to their selection, John Whitehead and Ira
Millstein acknowledged the importance of the task and
affirmed their commitment to producing a blueprint for
meaningful change.

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