UNITED STATES OF AMERICA
                                      before the
                          SECURITIES AND EXCHANGE COMMISSION

     SECURITIES EXCHANGE ACT OF 1934
     Rel. No.  39522 / January 7, 1998

     Admin. Proc. File No. 3-8533

                                                     
                                                     : 
                 In the Matter of                    :
                                                     :    
               F.N. Wolf & Co., Inc.                 :
                                                     :
                                                     :

     ORDER GRANTING MOTION TO DISTRIBUTE DISGORGED FUNDS
     THROUGH THE AUSPICES OF THE UNITED STATES BANKRUPTCY
     COURT FOR THE SOUTHERN DISTRICT OF NEW YORK

          The Division of Enforcement ("Division") seeks to have funds that have

     been disgorged by F.N. Wolf & Co., Inc. ("Wolf") consolidated and

     distributed to injured investors under the auspices of the United States

     Bankruptcy Court for the Southern District of New York ("Bankruptcy

     Court").  These funds were disgorged pursuant to a consolidated proof of

     claim filed by the Commission in the Wolf bankruptcy proceeding. <(1)>

          The Commission instituted an administrative proceeding against Wolf on

     October 25, 1994, which involved manipulation of the market for securities

     of Of Counsel Enterprises, Inc. <(2)>  The administrative law judge

     set disgorgement of approximately $2,565,000.

          The Commission had earlier brought two actions against Wolf in federal

     district court.  The first of these actions was filed by the Commission on


                              

          <(1)>     See In re F.N. Wolf & Co. and Wolf Financial Group,
                    Inc., No. 94 B 44010 (JLG) (S.D.N.Y.).

          <(2)>     In the Matter of F.N. Wolf & Co., et al., Securities
                    Exchange Act Rel. No. 37950 (November 15, 1996), 63 SEC
                    Docket 658.







     January 21, 1993. <(3)>  The district court ordered Wolf to disgorge

     approximately $5 million.  In the second action, filed on September 13,

     1993, the district court ordered disgorgement of approximately $872,000.

     <(4)>

          In August 1994, Wolf filed for bankruptcy.  The Commission filed a

     consolidated proof of claim in the Wolf bankruptcy for these three matters. 

     Pursuant to an order by the Bankruptcy Court, Wolf and its parent, Wolf

     Financial Group Inc., were required to pay $1 million in satisfaction of

     this claim.  These funds are currently being held in the registry of the

     Bankruptcy Court.  The Division seeks to have the $1 million distributed on

     a pro rata basis by the Bankruptcy Court to investors injured by Wolf's

     misconduct. <(5)>  We have received no opposition to this motion.

          The Bankruptcy Court is currently holding the funds and is in a

     position to provide the most efficient and equitable method of

     distribution.  In analogous situations, the Commission, to minimize the

     cost of administering a plan of disgorgement, has traditionally consented

     to the payment of disgorgement funds obtained as the result of a Commission



                              

          <(3)>     SEC v. F.N. Wolf & Co., Inc., et al., 93 Civ. 0379
                    (S.D.N.Y.).

          <(4)>     SEC v. F.N. Wolf & Co., Inc. and Franklin N. Wolf, 93
                    Civ. 6373 (S.D.N.Y.).

          <(5)>     The Division's plan for distribution of these funds
                    will be subject to ratification by the Bankruptcy
                    Court.  While Rule 612 of the Commission's Rules of
                    Practice provide for public notice and comment on plans
                    for disgorgement, the distributions in the Bankruptcy
                    Court will be preceded by providing to interested
                    parties appropriate notice and an opportunity to
                    object.

                              ======END OF PAGE 2======







     initiated proceeding into a fund established for the benefit of persons in

     a related private civil action. <(6)>

          Accordingly, IT IS ORDERED that the motion to distribute disgorged

     funds through the auspices of the United States Bankruptcy Court for the

     Southern District of New York be, and it hereby is, granted.

          By the Commission.



                                        Jonathan G. Katz
                                           Secretary
































                              

          <(6)>     See Comment (b) to Rule 611 of the Commission's Rules
                    of Practice.

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