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SECURITIES AND EXCHANGE COMMISSION
17 CFR Part 211
[Release No. SAB 95]
Staff Accounting Bulletin No. 95
AGENCY: Securities and Exchange Commission
ACTION: Publication of Staff Accounting Bulletin
SUMMARY: This staff accounting bulletin rescinds the views of the
staff contained in Staff Accounting Bulletin No. 57 (Topic 5K -
Contingent Stock Purchase Warrants).
DATE: December 15, 1995
FOR FURTHER INFORMATION CONTACT: Michael Morrissey, Office of the
Chief Accountant (202) 942-4400, or Douglas Tanner, Division of
Corporation Finance (202) 942-2960, Securities and Exchange
Commission, 450 Fifth Street N.W., Washington, D.C. 20549.
SUPPLEMENTARY INFORMATION: The statements in staff accounting
bulletins are not rules or interpretations of the Commission nor
are they published as bearing the Commission's official approval.
They represent interpretations and practices followed by the
Division of Corporation Finance and the Office of the Chief
Accountant in administering the disclosure requirements of the
Federal securities laws.
                        

     
                                  Jonathan G. Katz
                                  Secretary

Part 211 - (AMEND)
   Accordingly, Part 211 of Title 17 of the Code of Federal
Regulations is amended by adding Staff Accounting Bulletin No. 95
to the table found in Subpart B.

                 STAFF ACCOUNTING BULLETIN NO. 95

   The staff hereby deletes Staff Accounting Bulletin No. 57
(Section K to Topic 5 of the Staff Accounting Bulletin Series).
Staff Accounting Bulletin No. 57 provided interpretative guidance
on the accounting for contingent stock purchase warrants.

   Footnote 2 to Staff Accounting Bulletin No. 57 notes that in
March 1984, the Financial Accounting Standards Board (FASB) added
a project to its agenda to reconsider Accounting Principles Board
Opinion No. 25, Accounting for Stock Issued to Employees (APB
25). Footnote 2 indicates that when this project is completed,
the staff will consider whether the accounting articulated in
this staff accounting bulletin is still appropriate.

   The FASB's reconsideration of APB 25 is now complete with the
issuance of Statement of Financial Accounting Standards No. 123,
Accounting for Stock-Based Compensation (FAS 123). Consistent
with our stated intention, the staff has reconsidered the
guidance in Staff Accounting Bulletin No. 57 and concludes that
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the interpretative guidance providing for an intrinsic value
measurement is no longer necessary due to the general guidance in
FAS 123 that provides for fair value measurement for transactions
with other than employees.
 
   FAS 123 does not provide specific guidance on the methodology
for determining fair value for such an arrangement or the
measurement date on which the fair value of the equity instrument
is determined. The staff intends to request that the Emerging
Issues Task Force consider the need to issue additional guidance
that would address those issues.