UNITED STATES OF AMERICA
                                     Before the 
                          SECURITIES AND EXCHANGE COMMISSION
                                    March 18, 1998

     Securities Act of 1933
     Release No. 7515

     Investment Advisers Act of 1940
     Release No. 1709

     Administrative Proceeding
     File No. 3-9517

     --------------------------
                              :
     In the Matter of         :         NOTICE OF PROPOSED
                              :         PLAN OF DISGORGEMENT
     Eugene Bilotti,          :         AND OPPORTUNITY FOR
                              :         COMMENT BY THIRD PARTIES
                              :
                 Respondent.  :
                              :
     -------------------------:

          Notice is hereby given, pursuant to Rule 612 of the Rules of Practice

     of the  Securities and Exchange Commission, 17 C.F.R.  201.612, that the

     Division of Enforcement has filed its proposed Plan of Disgorgement

     Distribution ("Distribution Plan") in the above matter with the Securities

     and Exchange Commission (the "Commission").

                                OPPORTUNITY TO COMMENT

          Pursuant to this notice, all interested parties are advised that the

     Distribution Plan may be obtained by submitting a written request to C. Lee

     Larson, United States Securities and Exchange Commission, 7 World Trade

     Center, 13th Floor, New York, New York 10048.  Further, all persons

     desiring to comment on the Distribution Plan may submit their views, in

     writing, no later than April 17, 1998 to the Office of the Secretary,

     United States Securities and Exchange Commission, 450 Fifth Street, N.W.,

     Washington, D.C. 20549.  







                          THE PROPOSED PLAN OF DISGORGEMENT

          Pursuant to an Order entered by the Commission on consent on December

     23, 1997, Eugene Bilotti ("Bilotti") paid to the Commission a total of

     $31,251.77, consisting of disgorgement of $23,632.34 and prejudgment

     interest of $7,619.43.  Bilotti disgorged fees paid to the Investment

     Adviser with which Bilotti is associated (the "Adviser") for management of

     fraudulent warrants issued by Eva-Health USA, Inc. ("Warrants").  These

     Warrants were recommended as investments to clients of the Adviser by

     Bilotti.   

          The Disgorgement Plan provides that fees paid to the Adviser for

     management of the Warrants will be repaid to the clients who paid those

     fees, together with a proportionate share of the prejudgment interest paid

     by Bilotti.  A Commission employee will act as administrator of the plan

     and will not receive any compensation other than her regular salary.  For

     the Commission, by its Secretary, pursuant to delegated authority.


                                   _____________________
                         Jonathan G. Katz
                                   Secretary



















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                               UNITED STATES OF AMERICA
                                     Before the 
                          SECURITIES AND EXCHANGE COMMISSION
                                    March 18, 1998

     Administrative Proceeding
     File No. 3-9517

     -------------------------
                              :
     In the Matter of         :         ORDER APPROVING
                              :         PUBLICATION OF NOTICE
     Eugene Bilotti,          :         AND PROCEDURES FOR   
                              :         COMMENT ON PROPOSED PLAN OF
          Respondent.         :         DISGORGEMENT DISTRIBUTION
                              :
                              :
     -------------------------
          Upon consideration of the Motion for Order Approving Publication of

     Notice and Procedures for Comment on Proposed Plan of Disgorgement

     Distribution that omits plan elements required by Rule 611 of the

     Commission's Rules of Practice (17 CFR 201.611), it is hereby,

          ORDERED that the motion is granted;

          IT IS FURTHER ORDERED that:

          1.   The Division of Enforcement ("Division") promptly publish the

     approved notice in the SEC News Digest, the SEC Docket and on the SEC

     Internet Home Page.

          2.   Any person wishing to comment on the Division of Enforcement's

     Proposed Plan of Disgorgement Distribution, must do so in writing within 30

     days following the 







     publication in accordance with the instructions contained in the approved

     notice.  

          For the Commission, by its Secretary, pursuant to delegated authority.



                              __________________________
                              Jonathan G. Katz
                              Secretary










































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