UNITED STATES OF AMERICA
     before the
     SECURITIES AND EXCHANGE COMMISSION


     SECURITIES EXCHANGE ACT OF 1934 
     Release No. 39579 / January 26, 1998

     ADMINISTRATIVE PROCEEDING 
     File No. 3-9534


                                  
     :
     In the Matter of:ORDER INSTITUTING PROCEEDINGS
     :PURSUANT TO SECTIONS 15(b) AND SHELDON KRAFT:19(h) OF THE SECURITIES
     :EXCHANGE ACT OF 1934, MAKING :FINDINGS AND IMPOSING REMEDIAL :SANCTIONS
             Respondent.:
     :


     I.

     The Commission deems it appropriate and in the public interest that public
     administrative proceedings pursuant to Sections 15(b) and 19(h) of the Securities
         Exchange Act of 1934 ("Exchange Act") be, and hereby are, instituted against Sheldon Kraft (
                                                                                                     Kraft  ).

         II.

         In anticipation of the institution of these administrative proceedings, Kraft has submitted an Offer of Settlement (
                                                                                                                             Offer  ),
         which the Commission has determined to accept.  Solely for the purpose of this proceeding, and any other proceeding brought by
         or on behalf of the Commission or to which the Commission is a party, Kraft, without admitting or denying the findings set
         forth herein, except as to the entry of the injunction set forth in paragraph III.5. and the Commission s jurisdiction over
         him, both of which are admitted, consents to the issuance of this Order Instituting Public Proceedings Pursuant to Sections
         15(b) and 19(h) of the Exchange Act, Making Findings and Imposing Remedial Sanctions.

     Accordingly, it is ordered that proceedings pursuant to Sections 15(b) and
     19(h) of the Exchange Act be, and hereby are, instituted.

         III.
         On the basis of this Order and the Offer of Settlement submitted by Kraft,
     the Commission makes the following findings:<(1)>

     1.Sheldon Kraft has been a registered representative employed by various brokerage firms located in the New York City area
         since about 1984, including Commonwealth Associates and M. H. Meyerson & Co.

         2.Systems of Excellence, Inc. (
                                        SOE  ), which was incorporated in Florida in 1989, maintained its offices in Coral Gables
                                     

          <(1)>  The findings herein are  made pursuant to Respondent Kraft's
          Offer  of Settlement and are  not binding on  any other person or
          entity in this or any other proceeding.

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         Florida and McLean Virginia.  SOE purportedly was engaged in manufacturing and distributing video teleconferencing equipment. 
         SOE s stock is registered with the Commission pursuant to Section 12(g) of the Exchange Act.

         3.On January 14, 1998, the Commission filed a civil injunctive action against Kraft [Securities and Exchange Commission v.
         Sheldon Kraft, Civil Action No. 98 0095 (GK) (D.D.C)], alleging that Sheldon Kraft violated Sections 5 and 17(a) of the
         Securities Act of 1933 (
                                 Securities Act  ), and Section 10(b) and 15(c) of the Exchange Act and Exchange Act Rule 10b-5.

         4.The Commission s complaint alleged that during 1995 and 1996,  Kraft conspired with Charles O. Huttoe ( Huttoe ), the former
         CEO and Chairman of SOE to manipulate the market for the securities of SOE.  In return for his part in the manipulation, Kraft
         received cash, free-trading unregistered SOE stock, and commissions and a percentage of the proceeds from the sale of stock by
         Huttoe s nominees.

         5.On January 14, 1998, without admitting or denying any of the allegations contained in the Commission s complaint, Kraft
         consented to the entry of an order of permanent injunction permanently enjoining him from violations of Sections 5 and 17(a)
         of the Securities Act, and Section 10(b) of the Exchange Act and Exchange Act Rule 
         10b-5.

         IV.

         In view of the foregoing, it is in the public interest to impose the
     sanction specified in the Offer of Settlement.

     ACCORDINGLY, IT IS HEREBY ORDERED THAT:

     1.Sheldon Kraft be, and hereby is, barred from association with any broker,
     dealer, municipal securities dealers, investment adviser or investment
     company.

         2.Sheldon Kraft be, and hereby is, barred from participating in any offering of penny stock.

         By the Commission.




                                                  
         Jonathan G. Katz
         Secretary















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