UNITED STATES OF AMERICA
                                      Before the
                          SECURITIES AND EXCHANGE COMMISSION


     SECURITIES ACT OF 1933
     Release No.  33-7492 / December 30, 1997

     SECURITIES EXCHANGE ACT OF 1934
     Release No. 34-39501 / December 30, 1997

     ADMINISTRATIVE PROCEEDING 
     File No. 3-8703
                               
                               :
     In the Matter of          :
                               :     ORDER DIRECTING DISTRIBUTION
     Elliot B. Rosenberg,      :     OF DISGORGEMENT FUND
     Jack A. Gilbert,          :
     Howard M. Caplan,         :
     Gerald J. Perlmutar       :
     and Douglas H. Mansfield, :
                               :
               Respondents     :
                               :
                               :


          On May 25, 1995, the Commission simultaneously instituted and

     settled cease-and-desist proceedings against Elliot B. Rosenberg, Jack A.

     Gilbert, Howard M. Caplan, Gerald J. Perlmutar, and Douglas H. Mansfield

     ("respondents").  The respondents disgorged an aggregate amount of

     $435,000, which was placed in the U.S. Treasury pending further order from

     the Commission.  On September 13, 1996, the Commission approved the

     Division of Enforcement's Proposed Plan for Disgorgement Distribution.  

          The Commission received 307 claims against the disgorgement fund,

     totalling $1,290,448.33.  Based on its review of all claims, the Division

     of Enforcement, in its Recommendation for Distribution of the Disgorgement

     Fund dated October 10, 1997 ("Division's Recommendation"), has recommended

     that the Commission approve $1,251,655.59 of such claims.  Since sufficient







     funds are not available, distribution will be made on a pro rata basis in

     specified amounts to claimants.  

          The Commission, having reviewed the Division's Recommendation,

     and finding that the Division's Recommendation complies with the previously

     approved Plan for Disgorgement Distribution,

          HEREBY ORDERS that the Division's Recommendation is approved.  The

     Office of the Comptroller shall promptly pay all disgorged funds in this

     case (totalling $435,000) in accordance with the Division of Enforcement's

     October 10, 1997 recommendation.  The Division of Enforcement shall provide

     addresses of the approved claimants to the Office of the Comptroller.



     By the Commission.





                            
          Jonathan G. Katz
          Secretary






















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