Earnings management and the performance of seasoned equity offerings1I gratefully acknowledge the comments and suggestions of Philip Berger, Patricia Dechow, Kenneth Gaver (the referee), Robert Holthausen, Wayne Mikkelson (the editor), and Richard Sloan. I also thank Andrew Alford, Brad Barber, Randolph Beatty, Ilia Dichev, Paul Fisher, Gary Gorton, Paul Griffin, David Larcker, Mark Low, Patricia O'Brien, Madhav Rajan, Jay Ritter, Mark Vargus, Robert Verrecchia, Franco Wong, and workshop participants at the 1996 American Accounting Association meetings, Columbia University, Emory University, INSEAD, London Business School, MIT, New York University, Northwestern University, Purdue University, University of California at Davis, University of Chicago, University of Michigan, University of Minnesota, University of Pennsylvania, and Yale University for useful comments. I am indebted to Mark Vargus for access to his FORTRAN sub-routines. Errors and omissions are my responsibility.1