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Melvin A. Schwarz (MS8604)
U.S. Department of Justice, Antitrust Division
325 7th Street, N.W., Room 300
Washington, DC 20530
(202) 616-5935
Attorney for the United States of America

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK



UNITED STATES OF AMERICA,    

                  Plaintiff,

                  v.

VISA U.S.A. INC.,
VISA INTERNATIONAL CORP.,AND   
MASTERCARD INTERNATIONAL
INCORPORATED,

                  Defendants.


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98 Civ. 7076 (BSJ)

STIPULATED, AMENDED SCHEDULING ORDER

Pursuant to agreement of the parties reached, and described in open Court, on Friday, December 18, 1998, the Court hereby enters the following stipulated scheduling order amending the prior scheduling order dated October 16, 1998:

Completion of party document production. June 18, 1999
Completion of party depositions; designation of all trial witnesses; and identification of testifying experts as well as service of reports required by Fed.R.Civ.P. 26(a)(2)(b). November 12, 1999
Completion of all discovery, including the deposition of any identified trial witness(es) not previously deposed and expert witnesses. December 20, 1999
Last day for filing of all pretrial motions and joint pretrial order; pretrial conference with the Court. January 14, 2000
Trial commences. February 8, 2000


_______________/s/________________
Barbara S. Jones, U.S.D.J.

Dated: New York, NY
December 28,1998