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                SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934
Release No. 34-37766 / September 30, 1996

ADMINISTRATIVE PROCEEDING
File No.  3-9136

The Commission announced the institution of cease-and-desist
proceedings pursuant to Section 21C of the Securities Exchange
Act of 1934 ("Exchange Act") against Stephen J. Sogin ("Sogin")
and Steven N. Weiss ("Weiss"), collectively the "Respondents." 
In the order instituting proceedings, the Division of Enforcement
alleges that the Respondents violated Sections 13(d) and 16(a) of
the Exchange Act and Rules 13d-1, 13d-2, 16a-2, 16a-3 and former
Rule 16a-1 thereunder. 

The Division alleges that Sogin failed for periods ranging from
five months to more than six years and seven months to file six
Forms 3 and amendments thereto, reporting his holdings of five
different issuers, failed for periods ranging from one week to
more than one year and one week to file fourteen Forms 4, and
failed to file for more than one month a Form 5.  The Division
alleges that the combined value of Sogin's stock transactions in
late Form 4 filings is approximately $1.2 million.  The Division
alleges that Sogin failed for periods ranging from more than two
weeks to more than two months to file two Schedules 13D and 13G,
and failed for periods ranging from one week to more than two
years and seven months to file fourteen amendments thereto,
reporting acquisition and ownership, and changes thereto, in the
securities of three different issuers.  

The Division alleges that Weiss failed for periods ranging from
nine months to more than six years and seven months to file four
Forms 3 and amendments thereto, reporting his holdings of four
different issuers, and failed for periods ranging from one month
to more than one year to file eight Forms 4.  The Division
alleges that the combined value of Weiss's stock transactions in
late Form 4 filings is approximately $525,000.  The Division
alleges that Weiss failed for periods ranging from more than two
weeks to more than two months to file two Schedules 13D and 13G
and failed for periods ranging from one week to more than two
years and seven months to file fourteen amendments thereto,
reporting acquisition or ownership, and changes thereto, in the
securities of three different issuers.  

A public hearing for the purpose of taking evidence will be held
at a time and place to be determined by an Adminstrative Law
Judge.