UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

Securities Exchange Act of 1934
Release No. 51056 / January 19, 2005

Accounting and Auditing Enforcement
Release No. 2169 / January 19, 2005

Admin. Proc. File No. 3-11132

I.

On May 22, 2003, the Securities and Exchange Commission ("Commission") issued an Order Instituting Public Administrative Proceedings Pursuant to Rule 102(e) of the Commission's Rules of Practice, Making Findings and Imposing Remedial Sanctions ("May 22, 2003 Order") in the Matter of PricewaterhouseCoopers LLP ("PwC"). PwC undertook to complete certain actions detailed in paragraphs 1 through 3 of Section III of the May 22, 2003 Order.

II.

PwC has requested to extend the date from February 22, 2005 until March 31, 2005, by which it undertakes to require an independent consultant to complete a review and simultaneously submit a written report documenting its findings to PwC, the Commission and the Public Company Accounting Oversight Board.

III.

After consideration of PwC's request, the Commission has determined that it is appropriate to grant the extension and the May 22, 2003 Order is hereby amended.

By the Commission.

http://www.sec.gov/litigation/admin/34-51056.htm