NEW YORK UNIVERSITY
             Leonard M. Stern School of Business
                        New York, NY
                              
                              
         Seymour Jones Distinguished Lecture Series
                              
                      November 25, 1996











      THE ROLE OF FINANCIAL REPORTING IN US CAPITAL MARKETS












                         Remarks by
                      Michael H. Sutton
                              
                              
                      Chief Accountant
      United States Securities and Exchange Commission
                       Washington, DC

____________________________________
The Securities and Exchange Commission, as a matter of
policy, disclaims responsibility for any private publication
or statement by any of its employees.  The views expressed
herein are those of Mr. Sutton and do not necessarily
reflect the views of the Commission or the other members of
the staff of the Commission.

   "The Role of Financial Reporting in US Capital Markets"

Introduction

Good evening.  It is a pleasure to be here to inaugurate the
Seymour Jones Distinguished Lecture Series.  I will begin
with a brief commentary on the Commission's role in
financial reporting and our rulemaking and interpretive
authority.  Then, I will explore our working relationship
with the private sector and, in that context, take a look at
the future of efforts to harmonize international accounting
standards.

Overview of the Commission's Role

The Securities and Exchange Commission was established in
the wake of the greatest financial disaster this country has
ever experienced.  It was a time when substantial
investments had become worthless in a matter of hours and
days and when investors and the public had lost confidence
in impersonal securities markets.

The Securities Act of 1933, the Securities Exchange Act of
1934, and the other laws administered by the SEC1, were
enacted to ensure that our markets are fair and honest and
to provide the Commission and the courts with the means to
accomplish that objective.  These laws, and related rules
and regulations adopted by the Commission, prescribe the
disclosures to be made in registration statements and
prospectuses used in securities offerings2 and in annual,
quarterly, and other public reports filed with the
Commission.3  The goal of the Commission's disclosure system
is to encourage and facilitate informed decisions by the
investing public.

In crafting the securities laws, the Congress recognized
that credible financial reporting is critical to an
effective disclosure system.  Credible accounting,
supplemented by meaningful disclosures, provides the
transparency that enables investors to make meaningful
evaluations of investment opportunities.  To provide the
mechanism to foster credible financial reporting, the
securities laws grant to the Commission the authority to
promulgate accounting principles for SEC registrants and to
prescribe the form and content of financial statements filed
with the Commission.4  The Commission also was given the
authority to define accounting terms.5

Relationship with Private-Sector Standard Setting

Practically since its inception the Commission has looked to
the accounting profession for leadership in establishing and
improving accounting principles to be used by public
companies.6 The Financial Accounting Standards Board (FASB)
is the private sector body recognized by the Commission to
perform that role today.  Specifically, Commission rules
provide that financial statements prepared in accordance
with the pronouncements of the FASB will be considered to
have "substantial authoritative support," and those that do
not follow those standards will be considered to have no
such support and to be misleading.7

The Commission's willingness to look to the private sector,
however, has been with the understanding that the Commission
may exercise its statutory authority and override,
supplement, or otherwise amend private sector standards.
The Commission has exercised its authority by promulgating
rules in Regulation S-X and issuing interpretations in its
Financial Reporting Releases, and has overridden private
sector standards only on rare occasions.  The typical
standard-setting activity of the Commission, however, has
been oversight of the private sector processes.

In addition, the Commission staff plays a significant role
in the financial reporting of registrants through its day-to-
day monitoring of practice.  Our objective is to promote
consistent interpretation and application of standards and
to see that inappropriate or inconsistent practice is
identified and addressed on a timely basis.  When practice
issues arise that are not addressed by existing
authoritative guidance, and time permits, the staff may ask
established standard-setting bodies or an interpretive
group, such as the FASB's Emerging Issues Task Force, to
address those issues. Alternatively, the Commission or its
staff may act directly by issuing a rule proposal or a Staff
Accounting Bulletin.

Involvement in International Standard Setting

I hope my remarks thus far have provided a sense of the
Commission's perspectives on financial reporting.  With that
backdrop, I now turn to the international scene. Looking
back, the last decade was a time of significant change
worldwide -- change that has had tremendous implications for
the world's capital markets.  Events like the break-up of
the Soviet Union and the reunification of Germany, for
example, have created major new demands for capital and,
therefore, new investment opportunities.

Significant privatization efforts, in countries as diverse
as Argentina and the UK, have created other demands for
capital. Established global companies also have been
reaching outside their home country capital markets as they
seek to meet their financing needs.  At the same time,
changes in technology have reduced the constraints of time
and distance, with telecommunications and computers linking
people and markets all over the world.

These and many other forces have created a climate in which
capital flows across borders more readily, with fewer
logistical or regulatory restrictions, and where investors
have broadened their horizons beyond national borders.  As
capital markets around the world continue to develop,
companies seeking capital will look for the best possible
terms, and investors providing capital will seek to compare
investment opportunities.  As these trends continue, the
need for a common, high quality financial reporting and
disclosure framework can be expected to become more intense.
In pursuing a goal of common international accounting
standards, however, we must not lose sight of the investor
protection mission that has been the foundation of the
Commission's public mandate.

For the past several years, the International Organization
of Securities Commissions (IOSCO), of which the SEC is a
member, has been working with the International Accounting
Standards Committee (IASC) in an effort to improve the
IASC's standards so that they might become the framework for
accounting standards to be used in cross-border offerings.
Last April, the Commission released a statement of support
for the efforts of IOSCO and the IASC and indicated that, if
the IASC successfully completes an agreed-upon work plan,
the Commission intends to consider allowing foreign issuers
to use IASC standards in securities offerings in the US.
Importantly, the statement identified three key elements
that, in the Commission's view, are necessary for the IASC's
standards to gain that acceptance.

A Core Set of Standards

The first key element identified by the Commission is a
requirement that the standards include a core set of
accounting pronouncements that constitute a comprehensive,
generally accepted basis of accounting.

In 1994, IOSCO reviewed the existing IASC standards and
identified 14 completed standards that, with certain
reservations, would be considered acceptable core standards.
IOSCO also identified those standards that had "essential
issues" still open -- issues deemed critical by some
countries that need to be addressed before acceptance of
IASC standards can be recommended.

In July 1995, IOSCO and the IASC agreed on the work plan
referred to in the Commission's April 1996 statement, and in
April 1996, IASC announced an intention to accelerate that
plan with the objective of completing the core standards by
March 1998.

Comparability and Transparency

The second condition established by the Commission is that
the standards must be of "high quality" -- they must result
in comparability and transparency, and they must provide for
full disclosure.

When I speak of comparability, I have two meanings in mind:

* First, I mean that each company should prepare its
financial   statements on a consistent basis, so that
investors can   meaningfully analyze performance across time
periods.

* Second, I mean that reporting by different companies
should   be comparable, so that investors can make
meaningful comparisons   among investment alternatives.

High quality accounting and disclosure that provides
comparability and transparency is an absolutely essential
ingredient for well-informed capital allocation decisions
and market integrity.  In the US, a critical factor in
measuring quality and, therefore, success will be the
acceptability of IASC standards to US investors and
investment analysts.  I believe that acceptability to that
audience inevitably will depend on how well IASC standards
measure up when compared to US GAAP.

Rigorous Interpretation and Application

The third key element for success is the need for rigorous
interpretation and application of the accounting standards.
The IASC recently discussed this issue and agreed at its
last meeting to establish an interpretive body -- the
Standing Interpretations Committee.  That is an encouraging
step, and while agreeing on how international accounting
standards are to be interpreted and applied will be
difficult and, at times, contentious, I believe that an
effective interpretive process is critical to achieving
meaningful international harmonization.

IOSCO had encouraged the IASC to take this step, in part,
because already we have seen diverging interpretations of
existing IASC standards.  Let me give you an example.

International Accounting Standard (IAS) 22 addresses the
accounting for business combinations.  Like other non-US
accounting standards for business combinations, it limits
the application of "uniting of interests" accounting, which
in the US we call "pooling of interests" accounting, to the
"rare situation" in which an acquirer cannot be identified.
The guidance of IAS 22 lists several means of identifying an
acquirer, starting with the combining shareholder group that
receives the majority ownership interest in the combined
entity.

The staff of the Commission believes IAS 22 is clear --
uniting of interests accounting would be appropriate only
when there is virtually a 50:50 split between the ownership
interests of the shareholder groups of the combining
companies.  Yet, we have heard arguments for uniting of
interests accounting in circumstances in which the
shareholder group receiving the majority ownership interest
in the combination is clear.  In one case, the consideration
received by the respective shareholder groups was split on a
70:30 basis.  We have been told that IAS 22 has been
interpreted in other countries to permit uniting of
interests accounting in such circumstances when other
qualitative factors were considered.  Such an
interpretation, in my view, fails the third benchmark for
rigorous interpretation and application.

If accounting standards are to satisfy the objective of
having similar transactions and events accounted for in
similar ways, whenever and wherever they are encountered,
auditors and regulators around the world must insist on a
consistent application and interpretation of those
standards. Otherwise, the comparability and transparency
that is the objective of common accounting standards will be
eroded.

Other Proposals

Some in the US are suggesting that the Commission should
consider other approaches to increasing access to our
markets by foreign issuers.  For example, some have urged
the Commission to relax its reporting requirements for
selected "world class" foreign companies and allow those
companies to list in the US without supplementing their home-
country accounting and disclosures. Proponents of this
approach argue that, by segregating those companies on a
separate list, investors would be adequately warned of the
additional risks that could arise from incomplete
disclosures.  Another argument made to support this approach
is that it will bring US investors, currently trading
outside the safety of US markets, back "on-shore."

I have serious concerns about that approach.  It suggests a
return to the "caveat emptor" market that prevailed 65 years
ago. Underlying the Commission's participation in the IOSCO
and IASC initiatives to improve international accounting
standards is a strong belief that the success of US capital
markets is due in large measure to the high quality of
accounting and disclosure standards used by US public
companies.  Those standards give investors confidence in the
credibility of financial reporting in the US -- an essential
ingredient that we cannot afford to compromise.

The US accounting and disclosure system supports -- indeed,
makes possible -- the deep and far-reaching tradition of
participation by individual investors in our capital
markets, because it enables all investors to have access to
robust financial information about public companies.  The
willingness of individual households to invest in stocks and
bonds creates a much larger pool of investor funds in the US
than anywhere else in the world.  Recent articles about
efforts in Germany to encourage individuals to subscribe for
Deutsche Telekom stock, for example, have observed the lack
of experience with individual ownership of equity
investments in that country.8  In some countries, including
some industrialized nations, stock markets remain embryonic,
and industry relies instead on banks and insurance companies
for capital.9

I fear that loosening reporting requirements for selected
foreign filers, though "world class" they may be, could
discriminate against individual investors and risk loss of
investors' confidence in US capital markets. There is some
evidence that, as foreign registrants gain experience with
the US system of reporting, managers are finding that the
costs are not as high as they feared, and the benefits are
greater than they expected.  Professor Louis Lowenstein, in
a recent article in the Columbia Law Review, noted that
senior officers of two US-listed foreign registrants
"reported a long list of managerial gains from improved
financial disclosures... [including findings that] they have
found it easier to manage the company intelligently....  Not
surprisingly, they also reported greater access to world
capital markets and better stock prices reflecting greater
confidence on the part of investors."10

Commission Objectives

Let me complete my remarks about international harmonization
by commenting on what I believe are some misconceptions
about the Commission's participation in the IOSCO and IASC
initiatives. First, we are not attempting to coerce other
capital markets around the world to accept US GAAP.
Adoption of US accounting standards is not the only method
of achieving high quality financial reporting.  We are
seeking to encourage credible capital markets grounded in
transparent financial reporting standards of comparable
quality to US GAAP. Conversely, this is not about replacing
US GAAP with international accounting standards.  US GAAP
is, and we want it to remain, an integral component of the
success of the US capital markets.

Third, it is important to remember that the Commission has
not already agreed to accept IASC standards in filings in
the US. That question will be decided after the IASC's core
standards project is completed, based on the substance of
those standards. The key elements to Commission acceptance
of IASC standards that I described earlier will be critical
to that decision. Finally, we view the development of
accounting and disclosure standards for use in cross-border
filings as a long-term process. The IASC's efforts to
complete a core set of accounting standards is the next
important milestone, not the end of the road.

There is no question that the success of this initiative
will require an unparalleled degree of cooperation among
standard setters and regulators around the world.  Reaching
agreement on internationally accepted accounting standards
involves a process of reconciling the interests of different
business, professional, and regulatory cultures and systems,
and we must acknowledge that the prospects for success are
uncertain.

The process, however, also can be a rich source of new
analysis and approaches to problems.  We need to be willing
to evaluate the proposals objectively, measuring them not by
whether they are identical to US GAAP, but rather by how
well they would resolve accounting and disclosure problems.
As the process continues, we remain firmly committed to the
proposition that, to be accepted in US capital markets,
international standards must result in credibility and rigor
comparable to that produced by US standards.

Role of the FASB

I want to emphasize that our involvement in initiatives to
improve financial reporting in cross border filings does not
conflict in any way with our commitment to the continuing
improvement of accounting standards and financial reporting
in the US.  Indeed, the FASB has had, and will continue to
have, a leadership role -- not only by establishing
credible, conceptually sound accounting standards for US
issuers, but also by participating in, and influencing the
outcome of, international standard setting efforts.  Another
important role for the FASB is to seek opportunities to
harmonize standards developed in the US with those developed
internationally, without sacrificing the quality of
financial reporting that US investors enjoy today and will
expect in the future.

The US can make a tremendous contribution to the development
of international accounting standards.  We have, on the
whole, the most successful private sector standard setting
process in the world.  Through the FASB, as well as the
efforts of the Commission, we have the opportunity to help
shape the development of accounting standards
internationally and to help assure that investors around the
world receive the credible financial information they need
for making decisions.

Conclusion

I will conclude with these thoughts.

The US Congress created the SEC to restore and maintain
investor confidence after the 1929 stock market crash.  The
Commission achieved that goal by assuring investors that, in
our markets, their interests would come first.  This policy
is often summarized as a commitment to investor protection.

Much of the success of this policy can be attributed to a
regulatory system that incorporates the basic principle of
full disclosure, supported by strong market oversight and
vigorous enforcement.  Because of that commitment, investors
have confidence in US capital markets.  And, because
investors have confidence in the integrity of US capital
markets, they are willing, to an extent unmatched in any
other country, to invest their savings in our capital
markets.

If we want US capital markets to be as successful in the
future as they are today, then we must continue to build on
our strengths -- market integrity and investor confidence.
Thank you again for inviting me and for your attention this
evening.  I would be pleased to respond to your questions.

_______________________________

1    See, e.g., the Public Utility Holding Company Act of
1935; the Trust Indenture Act of 1939; the    Investment
Company Act of 1940; and the Investment Advisers Act of
1940.

2     Sections  7, 10, and Schedule A, to the Securities Act
of 1933 (the "1933 Act").

3     Section  12  of the Securities Exchange Act  of  1934
(the "Exchange Act").

4    Sections 7, 19(a) and items (25), (26), and (27) of
Schedule A  of  the  Securities Act of 1933    ("1933 Act"),
sections 12, 13(b)(1) and 17(e)(2) of the Securities
Exchange Act of 1934 (the "Exchange Act"), sections 5(b),
14, and 20 of the Public Utility Holding  Company Act of
1935   ("PUHCA"), and sections 8, 30(e), 31, and 38(a) of
the Investment Company Act of 1940 ("ICA").

5     Section 19(a) of the 1933 Act, section 3(b) of the
Exchange Act, section 20(a) of    PUHCA, and section 38(a)
of the ICA.

6    Accounting Series Release ("ASR") No. 4 (April 4,
1938).

7     ASR No. 150 (December 20, 1973).  See also, Rule 4-
01(a)(1) of Regulation S-X.

8    See Andrews, Edmund L., "Making Stock Buyers of Wary
Germans", New York Times, October  17, 1996, page D1 and
Cochran, Thomas N., "Germany's Biggest Deal", Barron's,
November  4, 1996, page 20.

9    See Lowenstein, Louis, "Financial Transparency and
Corporate Governance:  You Manage What  You Measure",
Columbia Law Review, Volume 96, No. 5 (June 1996), page
1354.

10     Ibid, p. 1357.