Message-ID: <13674895.1075860035811.JavaMail.evans@thyme>
Date: Tue, 5 Dec 2000 08:08:00 -0800 (PST)
From: cromwell@sullcrom.com
To: mark.taylor@enron.com
Subject: S&C Memo Re: SEC Staff Interpretations of Pooling Rules
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Re: SEC Staff Interpretations of Pooling Rules


                     Attached is a memorandum from Sullivan & Cromwell
concerning the above subject. A summary is also included at the end of
the text of this e-mail message.

                    The attached file is in Adobe Acrobat
format.  We believe most PCs will already have an Acrobat viewer
loaded; we can provide free copies if Acrobat is not already loaded,
and free copies can also be downloaded from the Adobe Acrobat web
site at www.adobe.com.  To view or print the memo use your e-mail
system's function for opening attachments in their native format.
Hard copies can be obtained from Ivy Moreno at S&C in New York,
telephone 212-558-3448, e-mail: Morenoi@sullcrom.com.


SUMMARY

                    On November 8, 2000, the Division of Corporation
Finance and the Office of the Chief Accountant of the Securities and
Exchange Commission ("SEC") released a summary of selected SEC staff
interpretations of the rules governing the pooling-of-interests method
of accounting for business combinations (the "Guidance").  The Guidance
includes references to two White Papers recently published by the
American Institute of Certified Public Accountants ("AICPA") that
summarize other SEC interpretations of the same rules.




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 - CMS10735.pdf