UNITED STATES OF AMERICA
                                      Before the
                          SECURITIES AND EXCHANGE COMMISSION

          SECURITIES EXCHANGE ACT OF 1934
          Release No. 40661 / November 12, 1998

          ADMINISTRATIVE PROCEEDING
          File No. 3-8947

        

  In the Matter of                   :
                                     :
  WESTCAP SECURITIES, L.P.,          : ORDER DIRECTING DISTRIBUTION
                                     : OF DISGORGED FUNDS
                                     : PURSUANT TO PREVIOUSLY APPROVED
                Respondent.          : PLAN OF DISTRIBUTION
                                     : 




                 Whereas, the Division of Enforcement (the "Division") has

          moved for an order by the Commission directing the Comptroller of

          the Commission to distribute funds disgorged by Respondent

          Westcap Securities, L.P. ("Respondent") pursuant to a plan for

          distribution of disgorged funds (the "Disgorgement Plan");

               Whereas, on December 4, 1996, the Commission, pursuant to

          Rule 613 of the Commission's Rule of Practice [17 C.F.R.

          201.613], had entered an order approving the Disgorgement Plan;

               Whereas, on August 28, 1998, the U.S. Bankruptcy Court, S.D.

          Texas, entered an order which: (i) confirmed a plan of

          reorganization, in connection with Respondent's

          bankruptcy proceeding, and; (ii) authorized and directed the

          Commission to make payments pursuant to the Disgorgement Plan;

               Accordingly, IT IS ORDERED THAT the Comptroller of the

          Commission distribute the disgorged funds pursuant to the

          Disgorgement Plan.

               By the Commission.




               Jonathan G. Katz
               Secretary