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GAO-07-1070R 1 (2007-07-06)

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T I  M Accountability * Integrity * Reliability
United States Government Accountability Office
Washington, DC 20548

          B-309702


          July 6, 2007

          The Honorable Christopher J. Dodd
          Chairman
          The Honorable Richard C. Shelby
          Ranking Minority Member
          Committee on Banking, Housing, and Urban Affairs
          United States Senate

          The Honorable Barney Frank
          Chairman
          The Honorable Spencer Bachus
          Ranking Minority Member
          Committee on Financial Services
          House of Representatives

          Subject: Securities and Exchange Commission: Amendments to Rules Regarding
                  Management    Report on Internal Control Over Financial Reporting

          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 Amendments to Rules Regarding Management's Report on Internal Control
          Over Financial Reporting (RIN: 3235-AJ58). We received the rule on June 21, 2007.
          It was published in the Federal Register as a final rule on June 27, 2007. 72 Fed. Reg.
          35,310.

          The Commission requires that companies include in their annual reports filed under
          sections 13(1) or 15(d) of the Securities Exchange Act of 1934, a report by
          management of each company's internal control over financial reporting (ICFR).
          This final rule clarifies that an ICFR that complies with the interpretive guidance
          referenced therein is one way to satisfy this requirement. The ICFR guidance was
          also published in the Federal Register on June 27, 2007. 72 Fed. Reg. 35,324. In
          addition, this final rule defines the term material weakness and revises the
          requirements regarding the auditor's attestation reports on the effectiveness of ICFR.

          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.


GAO-07-1070R

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