REASONS FOR SETTLEMENT

   This statement accompanies the Consent Decree executed by defendant
   The Original Honey Baked Ham Company of Georgia, Inc., in settlement
   of an action brought to recover penalties and other equitable relief
   from the defendant for engaging in acts or practices in violation of
   the Commission's Trade Regulation Rule Concerning Mail or Telephone
   Order Merchandise, 16 C.F.R. Part 435 ("Mail Order Rule").

   Pursuant to Section 5(m)(3) of the Federal Trade Commission Act, as
   amended (15 U.S.C. § 45(m)(3)), the Commission hereby sets forth its
   reasons for settlement by entry of a Consent Decree and injunction:

   On the basis of the allegations contained in the attached Complaint,
   the Commission believes that the payment of $45,000 in civil penalties
   by the defendant constitutes an appropriate amount upon which to base
   a settlement. In reaching the amount of appropriate civil penalties,
   the Commission took into account the amount of money the defendant
   spent in mitigating consumer injury caused by its rule violations. The
   amount should assure compliance with the law by defendant and by
   others who engage in practices covered by the Mail Order Rule.
   Further, defendant is permanently enjoined from engaging in acts or
   practices that are prohibited by the Mail Order Rule. With the entry
   of such Consent Decree the time and expense of litigation will be
   avoided.

   For the foregoing reasons, the Commission believes that the settlement
   by entry of the attached Consent Decree with The Original Honey Baked
   Ham Company of Georgia, Inc., is justified and well within the public
   interest.