The Sarbanes-Oxley Act (SOX) of 2002 requires the implementation of many new rules and procedures. One element of SOX, concentrated in Sections 302 and 404,relates to the internal control over financial reporting. Essentially, SOX requires top management to establish, maintain, and regularly evaluate the effectiveness of internal control over financial reporting (hereafter internal control). In this paper, we focus on the firms that have disclosed material weaknesses in internal control since August 2002, the effective date of Section 302. A material weakness is "a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected" (emphasis added), as defined by the Public Company Accounting Oversight Board (PCAOB 2004) under Auditing Standard No. 2. In practice, there is a wide array of possible material weaknesses.