I, DAVID C. WALTON declare:

1. I am an attorney and forensic accountant with the law firm of Milberg Weiss Bershad Hynes & Lerach LLP, one of the counsel for plaintiffs in this action. I make this declaration in support of Plaintiffs' Memorandum of Points and Authorities in Opposition to Defendants' Motion to Dismiss. I have personal knowledge of the facts stated in this declaration, and, if called upon as a witness, could competently testify to them.

2. Attached hereto are true and correct copies of the following documents related to the insider stock selling referred to in the 9th Circuit decision in Fecht v. Price Co., 70 F.3d 1078 (9th Cir. 1995), cert. denied, ___ U.S. ___, 116 S. Ct. 1422 (1996):

Exhibit 1: Second Amended Complaint for Violation of Section 10(b) and Section 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 of the Securities and Exchange Commission and Supplemental State Law Claims ("SAC") filed against the Price Company in November of 1992.

Exhibit 2: The Price Company's Notice of Annual Meeting of Shareholders to be held on January 15, 1992 and Proxy Statement.

Exhibit 3: A CDA/Investnet listing of The Price Company's Insider trading activity from 1990 to 1993.

3. I have read the allegations concerning insider selling by The Price Company defendants as alleged in the SAC. These allegations state that during the class period (April 3, 1991 to April 2, 1992):

Defendant Dennis R. Zook [Chief Operating Officer-West Coast] sold approximately 1,200 [sic] shares of Price Company stock at inflated prices, which comprised all of his Price Company stock acquired by option during the Class Period . . . .

SAC ¶13(b). Zook actually sold 12,149 shares. SAC ¶68.

Defendant Theodore Wallace [Chief Operating Officer-East Coast] sold approximately 18,000 shares of Price Company stock at inflated prices which comprised over half of his holdings during the Class Period . . . .

SAC ¶13(c). See also SAC ¶68.

4. I have also read the 9th Circuit's opinion which states the following regarding these sales:

The Complaint alleges that the Company's Chief Operating Officer for the West Coast and Chief Operating Officer for the Company's East Coast operations -- two top executives involved in the expansion program -- sold respectively 12,000 and 18,000 shares of Company stock for a total of $1.6 million during the period in which the allegedly false statements were being made. The Complaint pleads evidence that these sales represented significant retrenchments of the Company executives' own positions in the Company's stock: The sales by the COO for the West Coast involved all of the Company stock he had acquired by option during the period in which the optimistic statements were being made; the sales by the COO for the East Coast halved his total holdings in the Company. These sales are circumstantial evidence that the defendants knew or had reason to know that the financial condition of the Company was deteriorating well before they disclosed the problems with the expansion program.

70 F.3d at 1084 (emphasis added).

5. The Price Company defendants' stock sales which the Ninth Circuit considered circumstantial evidence of the defendants' knowledge were considered in relation to the defendants' actual common stock holdings, not including unexercised vested stock options. I have read the proxy statements for The Price Company for 1991 and 1992 and noted that the defendants held options which were not included in the calculation of the proportion of the defendants' holdings sold.

6. The January 15, 1992 Price Company Proxy Statement reported that Theodore Wallace had ownership at November 18, 1991 of 50,097 shares (including 32,128 unexercised vested stock options which were fully exercisable during the class period (April 3, 1991 to April 2, 1992)).

7. I have recalculated Wallace's sales as a percentage of his holdings assuming the options had been considered part of Wallace's holdings. This was accomplished by dividing Wallace's Class Period sales of 18,000 shares by the sum of Wallace's ownership (including options) as of November 18, 1991 (after his stock sales) plus the shares he had already sold. If the unexercised options had been considered part of Wallace's holdings, his stock sales during the Class Period would have been approximately 36% of his holdings instead of half of his holdings as considered by the Ninth Circuit.

8. The January 15, 1992 Proxy Statement also reported that Dennis Zook held options, up to 37,154 of which were exercisable during the class period. After the proxy statement was issued, Zook exercised 3,379 options to acquire the shares and immediately sold the shares. Thus, Zook held an additional 33,775 potentially exercisable options which he did not exercise during the class period. I have recalculated Zook's sales assuming these additional 33,775 options are considered to be part of his holdings. This was accomplished by dividing Zook's 12,149 shares sold by the sum of the 33,775 options and the shares sold. If these options had been considered part of his holdings, Zook's stock sales would have constituted only 26% of his holdings.

9. Attached hereto are true and correct copies of the following documents related to the insider stock selling referred to in the District Court decision in In re Gupta Corp. Sec. Litig., 900 F. Supp. 1217 (N.D. Cal. 1994):

Exhibit 4: First Amended Class Action Complaint for Violation of the Federal Securities Laws ("FAC") filed against Gupta Corporation in August of 1994.

Exhibit 5: Gupta Corporation's Notice of Annual Meeting of Shareholders to be held on May 24, 1994 and Proxy Statement.

Exhibit 6: Form 4s for Gupta Corporation insiders' common stock transactions filed during 1993 and 1994.

10. I noted that the District Court opinion stated the following with regard to the insider sales in the Gupta case:

Plaintiffs have also adequately alleged scienter with respect to these accounting entries. Plaintiffs allege that defendants' motive for both acts of alleged fraud was to inflate the value of Gupta stock in order to sell Gupta securities for personal or corporate profit. In support of this claim, plaintiffs point to defendants' stock sales during the class period. Plaintiffs demonstrate that the six individual Gupta defendants sold stock for total proceeds of approximately $4.2 million; the remaining defendants realized total proceeds of approximately $10 million on their sales of Gupta stock.

Defendants counter that they sold only a small fraction of their holdings. Relying on In re Worlds of Wonder, 35 F.3d 1407 (9th Cir. 1994), and In re Apple Computer Sec. Litig., 886 F.2d 1109 (9th Cir. 1989) . . . , defendants assert that sales of such small holdings do not create an inference of scienter. Defendants misinterpret both cases. Both Worlds of Wonder and Apple involved motions for summary judgment. As defendants note, the Apple court found that defendants' sale of 8% of their holdings, valued at $84 million, was not probative of bad faith or scienter. In Apple, however, the court noted that the defendants had sold fewer shares in the ten-month class period than they had sold during the ten preceding months. Moreover, the court found that several of the defendants gave credible and wholly innocent explanations for the stock sales, during deposition testimony and these explanations were uncontradicted. Id. at 1117. Similarly, in Worlds of Wonder the Ninth Circuit declined to infer scienter from sales of a "minuscule fraction" of defendants' shares, stating that "after years of discovery, Plaintiffs cannot point to any bit of information traded on by these defendants that was not already known to the market." Worlds of Wonder, 35 F.3d at 1427 . . . . Thus, the court declined to find an inference of scienter in part because plaintiffs were entirely unable, even after discovery, to make any specific allegations against defendants.

900 F. Supp. at 1231-32.

11. Based on the information contained in the FAC, the proxy statement and the Form 4s, I have calculated the percentage of defendants' holdings sold, assuming that such holdings include unexercised vested stock options:

Total

Ownership Unexercised

Including Options

Unexercised Included Percentage

Defendant Shares Sold Options in Ownership Sold

Umang Gupta 40,000 2,342,108 30,000 1.7%

Reed Taussig 23,000 52,856 27,000 43.5%

N. Birtles 15,000 62,786 47,500 23.9%

Bruce Scott 73,500 1,481,470 10,000 5.0%

R. Noling 11,000 43,371 2,000 25.4%

R. Heaps 15,000 49,462 -- 30.3%

D. Carlisle 24,500 35,914 5,000 68.2%

12. I also calculated the total sales by the Gupta defendants as a percentage of their total holdings (including unexercised vested stock options) to be 5.0%.

13. Attached hereto are true and correct copies of the following:

Exhibit 7: CDA/Investnet listing of Symantec Corporation ("Symantec") insider trading activity from January 1991 to Present.

Exhibit 8: Symantec Proxy Statement dated July 29, 1996.

14. A comparison of the figures under the column entitled "Holding" on the CDA/Investnet insider trading listing to the information included in the Symantec proxy statement shows that the amounts listed as "Holdings" for the Symantec insiders on the CDA/Investnet report do not include unexercised vested stock options.

15. According to the CDA/Investnet insider trading listing, every defendant except for Wang sold more shares on a monthly basis during the class period than they did on a monthly basis prior to the class period:

(a) During the seven-month class period, Gordon Eubanks sold 135,000 shares, for an average of 19,285 shares per month. In the 54 months prior to the class period, Eubanks sold 4,815 shares per month. Thus, Eubanks' average monthly sales during the Class Period were 4 times higher than his average monthly sales prior to the Class Period. Eubanks has sold no shares since the end of the class period through February of 1997.

(b) During the seven-month class period, Charles Boesenberg sold 73,333 shares, for an average of 10,476 shares per month. In the 13 months prior to the class period (Boesenberg became a director of Symantec in June of 1994), Boesenberg sold approximately 2,288 shares per month. Thus, Boesenberg's average monthly sales during the class period were 4.5 times higher than his average monthly sales during the class period. Boesenberg has sold no shares from the end of the class period through February of 1997.

(c) During the seven-month class period, Eugene Wang sold 5,000 shares for an average of 714 shares per month. In the 34 months prior to the class period (Wang joined Symantec in September of 1992) Wang sold approximately 735 shares per month. Wang has sold no shares since the end of the class period through February of 1997.

(d) In the seven-month class period, Howard Bain sold 22,244 shares for an average of 3,178 shares per month. In the 30 months prior to the class period, Bain sold approximately 252 shares per month. Thus, Bain's sales during the class period are more than 12.5 times higher than his average monthly sales prior to the class period. Bain has sold only 1,006 shares since the end of the class period.

(e) During the seven-month class period, Ellen Taylor sold 21,685 shares for an average of 3,098 shares per month. During the 42 months prior to the class period (Taylor joined Symantec in 1991) Taylor sold approximately 227 shares per month. Thus, Taylor's average monthly sales during the class period are 13.5 times higher than her average monthly sales prior to the class period. Taylor has sold no shares since the end of the class period through February of 1997.

(f) During the seven-month class period, Robert Dykes sold 100,000 shares for an average of 14,286 shares per month. In the 54 months prior to the class period, Dykes sold an average of 1,209 shares per month. Thus, Dykes' average monthly sales during the class period were 11.5 times higher than his average monthly sales prior to the class period. Dykes has sold no shares since the end of the class period through February of 1997.

(g) During the seven-month class period, John Laing sold 11,500 shares, for an average of 1,642 shares per month. During the 54 months prior to the class period, Laing sold approximately 1,162 shares per month. Thus, Laing's average monthly sales during the class period were 41% higher than his average monthly sales prior to the class period. Dykes has sold only 1,843 shares since the end of the class period.

(h) During the seven-month class period, Derek Witte sold 25,793 shares, for an average of 3,684 shares per month. During the 54 months prior to the class period, Witte sold approximately 232 shares per month. Thus, Witte's average monthly sales during the class period were 15 times than his average monthly sales prior to the class period. Witte has sold no shares since the end of the class period through February of 1997.

I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Executed this 21st day of April, 1997, at San Diego, California.

__________________________________

DAVID C. WALTON

SYMANTE2\WALTON.DE2

I, the undersigned, declare:

1. That declarant is and was, at all times herein mentioned, a citizen of the United States and a resident of the County of San Diego, over the age of 18 years, and not a party to or interested in the within action; that declarant's business address is 600 West Broadway, Suite 1800, San Diego, California 92101.

2. That on April 21, 1997, declarant served the DECLARATION OF DAVID C. WALTON by depositing a true copy thereof in a United States mailbox at San Diego, California in a sealed envelope with postage thereon fully prepaid and addressed to the parties listed on the attached Service List.

3. That there is a regular communication by mail between the place of mailing and the places so addressed.

I declare under penalty of perjury that the foregoing is true and correct. Executed this 21st day of April, 1997, at San Diego, California.

___________________________________

DANELLE L. McNERTNEY