FOR IMMEDIATE RELEASE                                          AT
TUESDAY, APRIL 8, 1997                             (202) 616-2771
                                               TDD (202) 514-1888

         JUSTICE DEPARTMENT AND FEDERAL TRADE COMMISSION
             ANNOUNCE REVISIONS TO MERGER GUIDELINES

   Revisions Clarify How Agencies Analyze Claims that a Merger
            will Lower Costs, Improve Product Quality


     WASHINGTON, D.C. -- The Department of Justice and the
Federal Trade Commission today revised a portion of their joint
Merger Guidelines to clarify how the agencies analyze claims that
a merger is likely to lower costs, improve product quality, or
otherwise achieve efficiencies.

     The Horizontal Merger Guidelines, issued jointly by the
Justice Department and the FTC in April 1992, are designed to
give merging parties and the general public guidance on how the
agencies analyze the competitive effects of a merger, and how
they decide whether to challenge a merger under the antitrust
laws. 
 
     "We already take efficiencies into account in merger
analysis, and have done so for some time," said Joel I. Klein,
Acting Assistant Attorney General in charge of the Department's
Antitrust Division.  "The revisions explain more thoroughly how
we take efficiencies into account and what information we need
from the merging parties to evaluate their claims."

     The revisions announced today affect Section 4 of the Merger
Guidelines, which relates to efficiency justifications that may
be asserted for a merger.  

     "The revisions better reflect existing practices at the
agencies, and provide better guidance to merging parties," said
Larry Fullerton, Deputy Assistant Attorney General for Merger
Enforcement in the Department's Antitrust Division.  "They will
allow the agencies to better ensure that valid efficiency claims
are taken into account in their enforcement decisions, and that
unsubstantiated or otherwise invalid claims are appropriately set
aside."

     The revisions were developed by an interagency task force,
following extensive FTC hearings during the fall of 1995, and the
release of a comprehensive report on the hearings prepared by the
FTC staff. 
 
     "Chairman Pitofsky and the entire Commission and staff
deserve a great deal of credit for focusing attention on the need
to clarify this aspect of our Merger Guidelines and for the many
contributions they have made to the revisions themselves," said
Klein.

     The revisions make clear that the agencies will take
efficiencies into account as part of their analysis of the
competitive effects of a merger.
  
     The revisions also provide explicit guidance on issues such
as:

      How the agencies determine if the claimed efficiencies      
      are properly attributable to the merger.

      What the parties must do to substantiate their              
      efficiencies claims.

      The circumstances, as a practical matter, in which the      
      agencies are likely to find efficiencies claims             
      persuasive.
     
      The limited circumstances under which consideration will    
      be given to out-of-market efficiencies and to in-market     
      efficiencies that are not expected to have short-term,      
      direct effects on prices.

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