JON O. NEWMAN, Chief Judge:
This appeal primarily concerns the appropriate standard for modification of a consent decree in litigation not involving a governmental entity as a party. The Equal Employment Opportunity Commission ("EEOC") and a class of minority employees appeal from the July 30, 1992, order of the District Court for the Southern District of New York (William C. Conner, Judge), vacating in its entirety a consent decree originally approved in 1974.
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