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NOTICE: This opinion is subject to formal revision before publication in the
preliminary print of the United States Reports.  Readers are requested to
notify the Reporter of Decisions, Supreme Court of the United States, Wash-
ington, D.C. 20543, of any typographical or other formal errors, in order that
corrections may be made before the preliminary print goes to press.
SUPREME COURT OF THE UNITED STATES
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No. 91-886
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BOB REVES, et al., PETITIONERS v.
ERNST & YOUNG
on writ of certiorari to the united states court
of appeals for the eighth circuit
[March 3, 1993]

  Justice Blackmun delivered the opinion of the Court.
  This case requires us once again to interpret the
provisions of the Racketeer Influenced and Corrupt
Organizations (RICO) chapter of the Organized Crime
Control Act of 1970, Pub. L. 91-452, Title IX, 84 Stat.
941, as amended, 18 U. S. C. 1961-1968 (1988 ed. and
Supp. II).  Section 1962(c) makes it unlawful -for any
person employed by or associated with any enterprise
engaged in, or the activities of which affect, interstate or
foreign commerce, to conduct or participate, directly or
indirectly, in the conduct of such enterprise's affairs
through a pattern of racketeering activity . . . .-  The
question presented is whether one must participate in the
operation or management of the enterprise itself to be
subject to liability under this provision.

                            I
  The Farmer's Cooperative of Arkansas and Oklahoma,
Inc. (the Co-Op), began operating in western Arkansas
and eastern Oklahoma in 1946.  To raise money for
operating expenses, the Co-Op sold promissory notes
payable to the holder on demand.  Each year, Co-Op
members were elected to serve on its board.  The board
met monthly but delegated actual management of the Co-
Op to a general manager.  In 1952, the board appointed
Jack White as general manager.
  In January 1980, White began taking loans from the
Co-Op to finance the construction of a gasohol plant by
his company, White Flame Fuels, Inc.  By the end of
1980, White's debts to the Co-Op totalled approximately
$4 million.  In September of that year, White and Gene
Kuykendall, who served as the accountant for both the
Co-Op and White Flame, were indicted for federal tax
fraud.  At a board meeting on November 12, 1980, White
proposed that the Co-Op purchase White Flame.  The
board agreed.  One month later, however, the Co-Op filed
a declaratory action against White and White Flame in
Arkansas state court alleging that White actually had sold
White Flame to the Co-Op in February 1980.  The com-
plaint was drafted by White's attorneys and led to a
consent decree relieving White of his debts and providing
that the Co-Op had owned White Flame since February
15, 1980.
  White and Kuykendall were convicted of tax fraud in
January 1981.  See United States v. White, 671 F. 2d
1126 (CA8 1982) (affirming their convictions).  Harry
Erwin, the managing partner of Russell Brown and
Company, an Arkansas accounting firm, testified for
White, and shortly thereafter the Co-Op retained Russell
Brown to perform its 1981 financial audit.  Joe Drozal, a
partner in the Brown firm, was put in charge of the audit
and Joe Cabaniss was selected to assist him.  On January
2, 1982, Russell Brown and Company merged with Arthur
Young and Company, which later became respondent
Ernst & Young.
  One of Drozal's first tasks in the audit was to deter-
mine White Flame's fixed-asset value.  After consulting
with White and reviewing White Flame's books (which
Kuykendall had prepared), Drozal concluded that the
plant's value at the end of 1980 was $4,393,242.66, the
figure Kuykendall had employed.  Using this figure as a
base, Drozal factored in the 1981 construction costs and
capitalized expenses and concluded that White Flame's
1981 fixed-asset value was approximately $4.5 million.
Drozal then had to determine how that value should be
treated for accounting purposes.  If the Co-Op had owned
White Flame from the beginning of construction in 1979,
White Flame's value for accounting purposes would be its
fixed-asset value of $4.5 million.  If, however, the Co-Op
had purchased White Flame from White, White Flame
would have to be given its fair market value at the time
of purchase, which was somewhere between $444,000 and
$1.5 million.  If White Flame were valued at less than
$1.5 million, the Co-Op was insolvent.  Drozal concluded
that the Co-Op had owned White Flame from the start
and that the plant should be valued at $4.5 million on its
books.
  On April 22, 1982, Arthur Young presented its 1981
audit report to the Co-Op's board.  In that audit's Note
9, Arthur Young expressed doubt whether the investment
in White Flame could ever be recovered.  Note 9 also
observed that White Flame was sustaining operating
losses averaging $100,000 per month.  See Arthur Young
& Co. v. Reves, 937 F. 2d 1310, 1318 (CA8 1991).  Arthur
Young did not tell the board of its conclusion that the Co-
Op always had owned White Flame or that without that
conclusion the Co-Op was insolvent.
  On May 27, the Co-Op held its 1982 annual meeting.
At that meeting, the Co-Op, through Harry C. Erwin, a
partner in Arthur Young, distributed to the members
condensed financial statements.  These included White
Flame's $4.5 million asset value among its total assets but
omitted the information contained in the audit's Note 9.
See 937 F. 2d, at 1318-1319.  Cabaniss was also present.
Erwin saw the condensed financial statement for the first
time when he arrived at the meeting.  In a 5-minute
presentation, he told his audience that the statements
were condensed and that copies of the full audit were
available at the Co-Op's office.  In response to questions,
Erwin explained that the Co-Op owned White Flame and
that the plant had incurred approximately $1.2 million in
losses but he revealed no other information relevant to the
Co-Op's true financial health.
  The Co-Op hired Arthur Young also to perform its 1982
audit.  The 1982 report, presented to the board on March
7, 1983, was similar to the 1981 report and restated (this
time in its Note 8) Arthur Young's doubt whether the
investment in White Flame was recoverable.  See 937 F.
2d, at 1320.  The gasohol plant again was valued at
approximately $4.5 million and was responsible for the Co-
Op's showing a positive net worth.  The condensed finan-
cial statement distributed at the annual meeting on March
24, 1983, omitted the information in Note 8.  This time,
Arthur Young reviewed the condensed statement in
advance but did not act to remove its name from the
statement.  Cabaniss, in a 3-minute presentation at the
meeting, gave the financial report.  He informed the
members that the full audit was available at the Co-Op's
office but did not tell them about Note 8 or that the Co-
Op was in financial difficulty if White Flame were written
down to its fair market value.  Ibid.
  In February 1984, the Co-Op experienced a slight run
on its demand notes.  On February 23, when it was
unable to secure further financing, the Co-Op filed for
bankruptcy.  As a result, the demand notes were frozen
in the bankruptcy estate and were no longer redeemable
at will by the noteholders.

                           II
  On February 14, 1985, the trustee in bankruptcy filed
suit against 40 individuals and entities, including Arthur
Young, on behalf of the Co-Op and certain noteholders.
The District Court certified a class of noteholders, peti-
tioners here, consisting of persons who had purchased
demand notes between February 15, 1980, and February
23, 1984.  Petitioners settled with all defendants except
Arthur Young.  The District Court determined before trial
that the demand notes were securities under both federal
and state law.  See Robertson v. White, 635 F. Supp. 851,
865 (WD Ark. 1986).  The court then granted summary
judgment in favor of Arthur Young on the RICO claim.
See Robertson v. White, Nos. 85-2044, 85-2096, 85-2155,
and 85-2259 (WD Ark. Oct. 15, 1986), App. 198-200.  The
District Court applied the test established by the Eighth
Circuit in Bennett v. Berg, 710 F. 2d 1361, 1364 (en banc),
cert. denied, sub nom. Prudential Ins. Co. of America v.
Bennett, 464 U. S. 1008 (1983), that 1962(c) requires
-some participation in the operation or management of the
enterprise itself.-  App. 198.  The court ruled: -Plaintiffs
have failed to show anything more than that the accoun-
tants reviewed a series of completed transactions, and
certified the Co-Op's records as fairly portraying its
financial status as of a date three or four months preced-
ing the meetings of the directors and the shareholders at
which they presented their reports.  We do not hesitate
to declare that such activities fail to satisfy the degree of
management required by Bennett v. Berg.-  Id., at
199-200.
  The case went to trial on the state and federal securi-
ties fraud claims.  The jury found that Arthur Young had
committed both state and federal securities fraud and
awarded approximately $6.1 million in damages.  The
Court of Appeals reversed, concluding that the demand
notes were not securities under federal or state law.  See
Arthur Young & Co. v. Reves, 856 F. 2d 52, 55 (1988).
On writ of certiorari, this Court ruled that the notes were
securities within the meaning of 3(a)(10) of the Securities
Exchange Act of 1934, 48 Stat. 882, as amended, 15
U. S. C. 78c(a)(10).  Reves v. Ernst & Young, 494 U. S.
56, 70 (1990).
  On remand, the Court of Appeals affirmed the judgment
of the District Court in all major respects except the
damages award, which it reversed and remanded for a
new trial.  See 937 F. 2d, at 1339-1340.  The only part
of the Court of Appeals' decision that is at issue here is
its affirmance of summary judgment in favor of Arthur
Young on the RICO claim.  Like the District Court, the
Court of Appeals applied the -operation or management-
test articulated in Bennett v. Berg and held that Arthur
Young's conduct did not -rise to the level of participation
in the management or operation of the Co-op.-  See 937
F. 2d, at 1324.  The Court of Appeals for the District of
Columbia Circuit also has adopted an -operation or
management- test.  See Yellow Bus Lines, Inc. v. Drivers,
Chauffeurs & Helpers Local Union 639, 286 U. S. App. D.
C. 182, 188, 913 F. 2d 948, 954 (1990) (en banc), cert.
denied, 501 U. S. ___ (1991).  We granted certiorari, 502
U. S. ___ (1992), to resolve the conflict between these
cases and Bank of America National Trust & Savings
Assn. v. Touche Ross & Co., 782 F. 2d 966, 970 (CA11
1986) (rejecting requirement that a defendant participate
in the operation or management of an enterprise).

                           III
  -In determining the scope of a statute, we look first to
its language.  If the statutory language is unambiguous,
in the absence of `a clearly expressed legislative intent to
the contrary, that language must ordinarily be regarded
as conclusive.'-  United States v. Turkette, 452 U. S. 576,
580 (1981), quoting Consumer Product Safety Comm'n v.
GTE Sylvania, Inc., 447 U. S. 102, 108 (1980).  See also
Russello v. United States, 464 U. S. 16, 20 (1983).  Section
1962(c) makes it unlawful -for any person employed by or
associated with any enterprise . . . to conduct or partici-
pate, directly or indirectly, in the conduct of such enter-
prise's affairs through a pattern of racketeering activity
. . . .-
  The narrow question in this case is the meaning of the
phrase -to conduct or participate, directly or indirectly, in
the conduct of such enterprise's affairs.-  The word
-conduct- is used twice, and it seems reasonable to give
each use a similar construction.  See Sorenson v. Secretary
of the Treasury, 475 U. S. 851, 860 (1986).  As a verb,
-conduct- means to lead, run, manage, or direct.
Webster's Third New International Dictionary 474 (1976).
Petitioners urge us to read -conduct- as -carry on,- Brief
for Petitioners 23, so that almost any involvement in the
affairs of an enterprise would satisfy the -conduct or
participate- requirement.  But context is important, and
in the context of the phrase -to conduct . . . [an] enter-
prise's affairs,- the word indicates some degree of direc-
tion.
  The dissent agrees that, when -conduct- is used as a
verb, -it is plausible to find in it a suggestion of control.-
Post, at 2.  The dissent prefers to focus on -conduct- as
a noun, as in the phrase -participate, directly or indirect-
ly, in the conduct of [an] enterprise's affairs.-  But unless
one reads -conduct- to include an element of direction
when used as a noun in this phrase, the word becomes
superfluous.  Congress could easily have written -partici-
pate, directly or indirectly, in [an] enterprise's affairs,- but
it chose to repeat the word -conduct.-  We conclude,
therefore, that as both a noun and a verb in this subsec-
tion -conduct- requires an element of direction.
  The more difficult question is what to make of the word
-participate.-  This Court previously has characterized this
word as a -ter[m] . . . of breadth.-  Russello, 464 U. S.,
at 21-22.  Petitioners argue that Congress used -partici-
pate- as a synonym for -aid and abet.-  Brief for Petition-
ers 26.  That would be a term of breadth indeed, for -aid
and abet- -comprehends all assistance rendered by words,
acts, encouragement, support, or presence.-  Black's Law
Dictionary 68 (6th ed. 1990).  But within the context of
1962(c), -participate- appears to have a narrower mean-
ing.  We may mark the limits of what the term might
mean by looking again at what Congress did not say.  On
the one hand, -to participate . . . in the conduct of . . .
affairs- must be broader than -to conduct affairs- or the
-participate- phrase would be superfluous.  On the other
hand, as we already have noted, -to participate . . . in the
conduct of . . . affairs- must be narrower than -to partici-
pate in affairs- or Congress' repetition of the word -con-
duct- would serve no purpose.  It seems that Congress
chose a middle ground, consistent with a common under-
standing of the word -participate- - -to take part in.-
Webster's Third New International Dictionary 1646 (1976).
  Once we understand the word -conduct- to require some
degree of direction and the word -participate- to require
some part in that direction, the meaning of 1962(c)
comes into focus.  In order to -participate, directly or
indirectly, in the conduct of such enterprise's affairs,- one
must have some part in directing those affairs.  Of course,
the word -participate- makes clear that RICO liability is
not limited to those with primary responsibility for the
enterprise's affairs, just as the phrase -directly or indirect-
ly- makes clear that RICO liability is not limited to those
with a formal position in the enterprise, but some part
in directing the enterprise's affairs is required.  The
-operation or management- test expresses this requirement
in a formulation that is easy to apply.

                           IV
                            A
  This test finds further support in the legislative history
of 1962.  The basic structure of 1962 took shape in the
spring of 1969.  On March 20 of that year, Senator
Hruska introduced S. 1623, 91st Cong., 1st Sess., which
combined his previous legislative proposals.  See Lynch,
RICO: The Crime of Being a Criminal, Parts I & II, 87
Colum. L. Rev. 661, 676 (1987); Blakey & Gettings,
Racketeer Influenced and Corrupt Organizations (RICO):
Basic Concepts - Criminal and Civil Remedies, 53 Temp.
L. Q. 1009, 1017 (1980).  S. 1623 was titled the -Criminal
Activities Profits Act- and was directed solely at the
investment of proceeds derived from criminal activity.
It was 2(a) of this bill that ultimately became 1962(a).
  On April 18, Senators McClellan and Hruska introduced
S. 1861, 91st Cong., 1st Sess., which recast S. 1623 and
added provisions that became 1962(b) and (c).  See
Blakey, The RICO Civil Fraud Action in Context: Reflec-
tions on Bennett v. Berg, 58 Notre Dame L. Rev. 237, 264,
n. 76 (1982).  The first line of S. 1861 reflected its
expanded purpose: -to prohibit the infiltration or manage-
ment of legitimate organizations by racketeering activity
or the proceeds of racketeering activity- (emphasis added).
  On June 3, Assistant Attorney General Will Wilson
presented the views of the Department of Justice on a
number of bills relating to organized crime, including S.
1623 and S. 1861, to the Subcommittee on Criminal Laws
and Procedures of the Senate Committee on the Judiciary.
Wilson criticized S. 1623 on the ground that -it is too
narrow in that it merely prohibits the investment of
prohibited funds in a business, but fails to prohibit the
control or operation of such a business by means of
prohibited racketeering activities.-  Measures Related to
Organized Crime: Hearings before the Subcommittee on
Criminal Laws and Procedures of the Senate Committee
on the Judiciary, 91st Cong., 1st Sess., 387 (1969) (empha-
sis added).  He praised S. 1861 because the -criminal
provisions of the bill contained in Section 1962 are broad
enough to cover most of the methods by which ownership,
control and operation of business concerns are acquired-
(emphasis added).  Ibid.  See Blakey, supra, at 258, n. 59.
  With alterations not relevant here, S. 1861 became Title
IX of S. 30.  The House and Senate Reports that accom-
panied S. 30 described the three-part structure of 1962:
-(1) making unlawful the receipt or use of income
from `racketeering activity' or its proceeds by a princi-
pal in commission of the activity to acquire an inter-
est in or establish an enterprise engaged in interstate
commerce; (2) prohibiting the acquisition of any
enterprise engaged in interstate commerce through a
`pattern' of `racketeering activity;' and (3) proscribing
the operation of any enterprise engaged in interstate
commerce through a `pattern' of `racketeering activ-
ity.'-  H.R. Rep. No. 91-1549, p. 35 (1970); S. Rep.
No. 91-617, p. 34 (1969) (emphasis added).
In their comments on the floor, members of Congress
consistently referred to subsection (c) as prohibiting the
operation of an enterprise through a pattern of racketeer-
ing activity and to subsections (a) and (b) as prohibiting
the acquisition of an enterprise.  Representative Cellar,
who was Chairman of the House Judiciary Committee that
voted RICO out in 1970, described 1962(c) as proscribing
the -conduct of the affairs of a business by a person
acting in a managerial capacity, through racketeering
activity.-  116 Cong. Rec. 35196 (1970) (emphasis added).
  Of course, the fact that members of Congress understood
1962(c) to prohibit the operation or management of an
enterprise through a pattern of racketeering activity does
not necessarily mean that they understood 1962(c) to be
limited to the operation or management of an enterprise.
Cf. Turkette, 452 U. S., at 591 (references to the infiltra-
tion of legitimate organizations do not -requir[e] the
negative inference that [RICO] did not reach the activities
of enterprises organized and existing for criminal purpos-
es-).  It is clear from other remarks, however, that
Congress did not intend RICO to extend beyond the
acquisition or operation of an enterprise.  While S. 30 was
being considered, critics of the bill raised concerns that
racketeering activity was defined so broadly that RICO
would reach many crimes not necessarily typical of
organized crime.  See 116 Cong. Rec. 18912-18914,
18939-18940 (1970) (remarks of Sen. McClellan).  Senator
McClellan reassured the bill's critics that the critical
limitation was not to be found in 1961(1)'s list of predi-
cate crimes but in the statute's other requirements,
including those of 1962:
-The danger that commission of such offenses by other
individuals would subject them to proceedings under
title IX [RICO] is even smaller than any such danger
under title III of the 1968 [Safe Streets] [A]ct, since
commission of a crime listed under title IX provides
only one element of title IX's prohibitions.  Unless an
individual not only commits such a crime but engages
in a pattern of such violations, and uses that pattern
to obtain or operate an interest in an interstate
business, he is not made subject to proceedings under
title IX.-  116 Cong. Rec., at 18940.
  Thus, the legislative history confirms what we have
already deduced from the language of 1962(c) - that one
is not liable under that provision unless one has partici-
pated in the operation or management of the enterprise
itself.

                            B
  RICO's -liberal construction- clause does not require
rejection of the -operation or management- test.  Congress
directed, by 904(a) of Pub. L. 91-452, 84 Stat. 947, see
note following 18 U. S. C. 1961, p. 438, that the -provi-
sions of this title shall be liberally construed to effectuate
its remedial purposes.-  This clause obviously seeks to
ensure that Congress' intent is not frustrated by an overly
narrow reading of the statute, but it is not an invitation
to apply RICO to new purposes that Congress never
intended.  Nor does the clause help us to determine what
purposes Congress had in mind.  Those must be gleaned
from the statute through the normal means of interpreta-
tion.  The clause -`only serves as an aid for resolving an
ambiguity; it is not to be used to beget one.'-  Sedima,
S. P. R. L. v. Imrex Co., 473 U. S. 479, 492, n. 10 (1985),
quoting Callanan v. United States, 364 U. S. 587, 596
(1961).  In this case it is clear that Congress did not
intend to extend RICO liability under 1962(c) beyond
those who participate in the operation or management of
an enterprise through a pattern of racketeering activity.

                            V
  Petitioners argue that the -operation or management-
test is flawed because liability under 1962(c) is not
limited to upper management but may extend to -any
person employed by or associated with [the] enterprise.-
Brief for Petitioners 37-40.  We agree that liability under
1962(c) is not limited to upper management, but we
disagree that the -operation or management- test is
inconsistent with this proposition.  An enterprise is
-operated- not just by upper management but also by
lower-rung participants in the enterprise who are under
the direction of upper management.  An enterprise also
might be -operated- or -managed- by others -associated
with- the enterprise who exert control over it as, for
example, by bribery.
  The United States also argues that the -operation or
management- test is not consistent with 1962(c) because
it limits the liability of -outsiders- who have no official
position within the enterprise.  Brief for United States as
Amicus Curiae 12 and 15.  The United States correctly
points out that RICO's major purpose was to attack the
-infiltration of organized crime and racketeering into
legitimate organizations,- S. Rep. No. 91-617, at 76, but
its argument fails on several counts.  First, it ignores the
fact that 1962 has four subsections.  Infiltration of
legitimate organizations by -outsiders- is clearly addressed
in subsections (a) and (b), and the -operation or manage-
ment- test that applies under subsection (c) in no way
limits the application of subsections (a) and (b) to -outsid-
ers.-  Second, 1962(c) is limited to persons -employed
by or associated with- an enterprise, suggesting a more
limited reach than subsections (a) and (b), which do not
contain such a restriction.  Third, 1962(c) cannot be
interpreted to reach complete -outsiders- because liability
depends on showing that the defendants conducted or
participated in the conduct of the -enterprise's affairs,- not
just their own affairs.  Of course, -outsiders- may be
liable under 1962(c) if they are -associated with- an
enterprise and participate in the conduct of its affairs -
that is, participate in the operation or management of the
enterprise itself - but it would be consistent with neither
the language nor the legislative history of 1962(c) to
interpret it as broadly as petitioners and the United
States urge.
  In sum, we hold that -to conduct or participate, directly
or indirectly, in the conduct of such enterprise's affairs,-
1962(c), one must participate in the operation or man-
agement of the enterprise itself.

                           VI
  Both the District Court and the Court of Appeals
applied the standard we adopt today to the facts of this
case, and both found that respondent was entitled to
summary judgment.  Neither petitioners nor the United
States have argued that these courts misapplied the
-operation or management- test.  The dissent argues that
by creating the Co-Op's financial statements Arthur Young
participated in the management of the Co-Op because
-`financial statements are management's responsibility.'-
Post, at 5, quoting 1 CCH AICPA Professional Standards,
SAS No. 1, 110.02 (1982).  Although the professional
standards adopted by the accounting profession may be
relevant, they do not define what constitutes management
of an enterprise for the purposes of 1962(c).
  In this case, it is undisputed that Arthur Young relied
upon existing Co-Op records in preparing the 1981 and
1982 audit reports.  The AICPA's professional standards
state that an auditor may draft financial statements in
whole or in part based on information from management's
accounting system.  See 1 CCH AICPA Professional
Standards, SAS No. 1, 110.02 (1982).  It is also undisput-
ed that Arthur Young's audit reports revealed to the Co-
Op's board that the value of the gasohol plant had been
calculated based on the Co-Op's investment in the plant.
See App. in No. 87-1726 (CA8), pp. 250-251, 272-273.
Thus, we only could conclude that Arthur Young partici-
pated in the operation or management of the Co-Op itself
if Arthur Young's failure to tell the Co-Op's board that the
plant should have been given its fair market value
constituted such participation.  We think that Arthur
Young's failure in this respect is not sufficient to give rise
to liability under 1962(c).
  The judgment of the Court of Appeals is affirmed.

It is so ordered.