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                    UNITED STATES OF AMERICA
                            Before the
                SECURITIES AND EXCHANGE COMMISSION


Securities Exchange Act of 1934
Rel. No. 38016 / December 4, 1996

Administrative Proceeding
File No. 3-8947
______________________________
                             |                      
In the Matter of             |     ORDER APPROVING A PLAN FOR THE
                             |     DISTRIBUTION OF DISGORGED
Westcap Securities, L.P.,    |     FUNDS                    
            Respondent.      |                           
                             |                        
______________________________


     WHEREAS, on May 8, 1996, the Commission published a notice

(Notice) of a plan for the distribution of disgorged funds

(Disgorgement Plan) in connection with this proceeding pursuant

to Rule 612 of the Commission's Rules of Practice [17 C.F.R.

201.612];

     WHEREAS, the Notice provides that all persons desiring to

comment on the Disgorgement Plan may submit their views, in

writing, by June 7, 1996 to the Commission;

     WHEREAS, the Commission has not received any comments on the

Disgorgement Plan;  

     Accordingly, IT IS HEREBY ORDERED, pursuant to Rule 613 of

the Commission's Rules of Practice [17 C.F.R. 201.613], that the

Disgorgement Plan is hereby approved.

     For the Commission, by its Secretary, pursuant to delegated

authority.


                                   Jonathan G. Katz
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                                   Secretary