SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.

Litigation Release No.  14827 / February 27, 1996      

Securities and Exchange Commission v. Jeffrey C. Morris, Gerard
Murphy, Susan F. Keary and Graeme Davies (Civil Action No. 94
Civ. 8518) (CBM) (S.D.N.Y.)

     The Commission announced today the entry of a final judgment
by default against Graeme Davies, the last remaining defendant in
the Commission's insider trading case involving securities in
Hilton Hotels Corporation.  The final judgment enjoins Davies
from violating Section 10(b) of the Securities Exchange Act of
1934 and Rule 10b-5 thereunder and orders him to pay a civil
penalty in the amount of $425,625.00.  In its amended complaint
filed in October 1995, the Commission alleged that Susan F.
Keary, the secretary to an outside director of Hilton, and her
boyfriend, Davies, provided material non-public information
relating to Hilton's consideration of "strategic alternatives to
enhance shareholder value" to defendants Jeffrey C. Morris and
Gerard Murphy, who in turn purchased Hilton call options and
common stock.  Morris and Murphy, both of whom are British
nationals and were previously named in the case, sold their
Hilton securities at a profit of approximately $425,000 almost
immediately after Hilton announced this information on November
17, 1994.  The Commission alleged that Keary learned the
information in the course of her employment.  In the days
immediately preceding the trades, Keary traveled to Liverpool,
England to visit Davies.  During or around the time of that trip,
she and/or Davies communicated material non-public information to
the other defendants.  

     In October 1995, simultaneously with the filing of the
amended complaint, Keary, without admitting or denying the
allegations of the complaint against her, consented to the entry
of a consent judgment enjoining her from violating Section 10(b)
of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder.

In addition, the Court ordered Keary to pay a civil penalty of
$10,000.00.  Also in October 1995, defendant Morris, without
admitting or denying the allegations in the Commission's first
amended complaint, consented to the entry of a consent judgment
enjoining him from violating Section 10(b) of the Exchange Act
and Rule 10b-5 thereunder.  Pursuant to the judgment, the Court
also ordered Morris to disgorge $105,762.21, which represents his
share of the profits from his trading in Hilton securities, and
to pay an additional $105,762.21 to the U.S. Treasury.  The Court
previously granted the Commission's application for a judgment by
default against Morris's trading partner, Murphy, ordering him to
disgorge $301,015.51 and pay a civil penalty of $157,443.69. 

     This case commenced on November 23, 1994, when the
Commission sought and obtained a temporary restraining order,
freezing the proceeds of Morris's and Murphy's trades.  After a
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hearing, on December 13, 1994, Morris consented to a continuation
of the freeze as to these proceeds.  On that same day, the
Commission sued Murphy for his trades in Hilton securities
through Morris.  

     For additional information, see SEC Litigation Releases Nos.
14336, 14354, 14381 and 14693.

     The Commission gratefully acknowledges the assistance
provided in this matter by Her Majesty's Treasury and the
Department of Trade and Industry of the United Kingdom.