An Act to amend the Securities Exchange Act of 1934 to make it unlawful for an issuer of securities registered pursuant to section 12 of such Act or an issuer required to file reports pursuant to section 15(d) of such Act to make certain payments to foreign officials and other foreign persons, to require such issuers to maintain accurate records, and for other purposes.

(Conference report filed in House, H. Rept. 95-831)

=Title I: Foreign Corrupt Practices= - Foreign Corrupt Practices Act - Amends the Securities Exchange Act to require specified issuers of securities to make and keep books, records and accounts, and to devise and maintain a system of internal accounting controls.

Makes it unlawful for an issuer of registered securities or an issuer required to file certain reports, under such Act, to make payments to foreign officials to influence an official act of such official or to influence an act or decision by a foreign government.

Makes it unlawful for a domestic concern to use the mails or interstate commerce to make payments to such foreign officials.

Subjects violating persons to a fine of not more than $10,000, or imprisonment of not more than five years, or both, and violating corporations to a fine of not more than $1,000,000. Defines "domestic concern" for purposes of this Act.

=Title II: Disclosure= - Domestic and Foreign Investment Improved Disclosure Act - Expands the disclosure requirements of beneficial owners of more than five percent of specified kinds of securities to include disclosure of: (1) the background, identify, residence, and citizenship of, and the nature of the beneficial ownership of, the person acquiring the securities and all other persons by whom or on whose behalf the purchases have been or are to be effected; (2) the source and amount of the funds or other consideration used or to be used in making the purchases; and (3) information as to any contracts, arrangements, or understandings with respect to any securities of the issuer.

Requires any person who is directly or indirectly the beneficial owner of more than five percent of specified classes of securities to report such interest and other information in such form and at such intervals as the Securities and Exchange Commission (SEC) shall prescribe by rule, including: (1) such person's identity, residence, and citizenship; and (2) the number and description of the shares, and the nature of the interest.

Allows the Commission to take such steps as it deems necessary or appropriate in the public interest or for the protection of investors, to comply with this Act. Permits the Commission to exempt any person or class of persons from these reporting requirements.

Directs the SEC to report to Congress as to the effectiveness of the ownership reporting requirements and the desirability or feasibility of modifying the five percent threshold used.

Authorizes the SEC to define by rules and regulations the term "held of record" as it deems necessary or appropriate in the public interest or for the protection of investors.