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         UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Litigation Release No. 14997 / August 1, 1996

SECURITIES AND EXCHANGE COMMISSION v. EDWARD A. CANTOR, MICHAEL
LEVINE AND DAVID P. SCHWARTZ, 94 Civ. 8079 (JGK) 

     The Commission announced today that, on July 30, 1996, the
Honorable John G. Koeltl of the United States District Court of
the Southern District of New York awarded the Commission a triple
penalty, the maximum available under the Insider Trading and
Securities Fraud Enforcement Act of 1988, against defendant
Michael Levine ( Levine ).  The Court found that Levine, a 48
year old resident of Weston, Connecticut, and the owner of MDM
Copying Services, Inc., an office supply business located in New
York, New York, had purchased DeSoto, Inc. ( DeSoto ) stock in
violation of the tender offer antifraud provisions of the federal
securities laws.  Levine purchased nearly $450,000 of this stock
on November 9, 1989, the day that Sutton Holding Corp. ( Sutton )
announced its intention to commence a $50 per share tender offer
for DeSoto.  In addition to the $221,172.63 civil penalty, Judge
Koeltl also granted the Commission s request that Levine be
permanently enjoined from violating Section 14(e) of the
Securities Exchange Act of 1934 ( Exchange Act ) and Rule 14e-3
and be ordered to disgorge his illegal trading profits of
$73,724.21 plus prejudgment interest on that amount.  The court
granted this relief following the Commission s motion for partial
summary judgment.  

     Judge Koeltl, finding that genuine issues of material fact
exist, declined to grant summary judgment on the Commission's
claims that Levine also violated Section 14(e) of the Exchange
Act and Rule 14e-3 when he purchased DeSoto stock in October
1989, and when he communicated material, nonpublic information to
David P. Schwartz ( Schwartz ) on November 8 or 9, 1989, under
circumstances in which it was reasonably foreseeable that
Schwartz would communicate that information to Edward A. Cantor
( Cantor ), who then purchased DeSoto stock.  These claims remain
for trial, as does the Commission's claim that Levine violated
Section 10(b) of the Exchange Act and Rule 10b-5 by purchasing
DeSoto stock in October and November 1989.  

     Cantor, 68, and Schwartz, 32, previously settled the action
against them, without admitting or denying the allegations of the
Commission s complaint.  Cantor, who purchased 35,000 shares of
DeSoto stock on November 9, 1989, was permanently enjoined from
future violations of Sections 10(b) and 14(e) of the Exchange Act
and Rules 10b-5 and 14e-3; and was ordered to pay $232,637.36 in
disgorgement plus prejudgment interest, and $148,219.36 as a
civil penalty.  Schwartz was permanently enjoined from future
violations of Section 14(e) of the Exchange Act and Rule 14e-3,
and ordered to pay $3,063.83 in disgorgement and prejudgment
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interest, and $14,822.00 as a civil penalty.
 
     For further information see Litigation Release Nos. 14329
(Nov. 9, 1994), 14678 (Oct. 4, 1995) and 14769 (December 29,
1995).