We focus on a sample of companies that disclose material weaknesses in internal control in their SEC filings after the effective date of SOX 302. Figure 1 depicts the evaluation of an internal control deficiency (Ramos 2004). Two dimensions are considered when assessing a deficiency in internal control, the likelihood of a misstatement and the significance of that potential misstatement. A material weakness must be reported if there is more than a remote chance that a material error could result from the deficiency. As an example of a material weakness and the related 2003 disclosure, the Inter public Group of Companies, Inc., disclosed a material weakness in their 10-K related to the processing and monitoring of inter company transactions. In the Risk Factors section in Item 1, in the Control and Procedures section in Item 9A, and in the Report of Management in their 10-K, Inter public Group extensively discusses the implications of the material weakness and the changes they are implementing in response to the identification of the material weakness.