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                     UNITED STATES OF AMERICA
                           before the 
                SECURITIES AND EXCHANGE COMMISSION


SECURITIES EXCHANGE ACT OF 1934
Release No.  37749 / September 30, 1996

Administrative Proceedings File No. 3-9127


CEASE-AND-DESIST PROCEEDINGS INSTITUTED AGAINST 
ATLANTIS GROUP, INC. (f/k/a MICROTERRA, INC.), RICHARD FOX, AND
JAMES E. SIDBURY

The Securities and Exchange Commission today announced the
institution of cease-and-desist proceedings pursuant to Section
21C of the Securities Exchange Act of 1934 (Exchange Act) against
Atlantis Group, Inc. (formerly known as Microterra, Inc. and
referred to herein as Microterra), Richard Fox (Fox) of Delray
Beach, Florida, Microterra's former chief executive officer, and
James E. Sidbury (Sidbury) of Sarasota, Florida, Microterra's
former chief financial officer.

The Order alleges that during its fiscal years 1991 thorough
1993, Microterra, through Fox and Sidbury, improperly accounted
for the value of certain licenses, equipment and patents on its
balance sheets included in its Forms 10-K and Forms 10-Q,
resulting in a material overstatement of the value of
Microterra's total assets over the three year period.  The
Commission alleges that during the same period Fox and Sidbury
caused Microterra to fail to make and keep books and records
which accurately reflected its financial and accounting
transactions, and that Fox and Sidbury falsified books and
records, and misstated or withheld material information from
Microterra's independent accountant in connection with
Microterra's financial statements for the period ended December
31, 1991.