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GAO-03-933R 1 (2003-06-25)

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       Accountability * Integrity * Reliability
United States General Accounting Office
Washington, DC 20548

          B-292451


          June 25, 2003

          The Honorable Richard C. Shelby
          Chairman
          The Honorable Paul S. Sarbanes
          Ranking Minority Member
          Committee on Banking, Housing, and Urban Affairs
          United States Senate

          The Honorable Michael G. Oxley
          Chairman
          The Honorable Barney Frank
          Ranking Minority Member
          Committee on Financial Services
          House of Representatives

          Subject: Securities and Exchange Commission: Management's Report on Internal
                  Control Over Financial Reporting and Certification of Disclosure in
                  Exchange Act Periodic Reports

          Pursuant to section 801(a)(2)(A) of title 5, United States Code, this is our report on a
          major rule promulgated by the Securities and Exchange Commission (Commission),
          entitled Management's Report on Internal Control Over Financial Reporting and
          Certification of Disclosure in Exchange Act Periodic Reports (RIN: 3235-AI66 and
          3235-AI79). We received the rule on June 5, 2003. It was published in the Federal
          Register as a final rule on June 18, 2003. 68 Fed. Reg. 36636.

          The final rule requires companies subject to the reporting requirements of the
          Securities Exchange Act of 1934, other than registered investment companies, to
          include in their annual reports a report of management on the company's internal
          control over financial reporting.

          Enclosed is our assessment of the Commission's compliance with the procedural
          steps required by section 801(a)(1)(B)(i) through (iv) of title 5 with respect to the
          rule. Our review indicates that the Commission complied with the applicable
          requirements.

          If you have any questions about this report, please contact James W. Vickers,
          Assistant General Counsel, at (202) 512-8210. The official responsible for GAO
          evaluation work relating to the subject matter of the rule is Thomas McCool,


GAO-03-933R

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