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         UNITED STATES SECURITIES AND EXCHANGE COMMISSION


Litigation Release No.  14922 / May 29, 1996   

SEC v. Rand Instrument Corporation, Alan E. Rand, Cathleen M.
Kane, Gary L. Kane, Michael J. Fousse, Kevin Sakser, Alan
Whiteside, and Joshua A. Alvarez (N.D. Ga., Civil Action No.
1:94-CV-2539-GET)

     The Securities and Exchange Commission announced today that
on May 20, 1996, the Honorable G. Ernest Tidwell, United States
District Judge for the Northern District of Georgia, entering an
order of permanent injunction, enjoined Alan E. Rand and Rand
Instrument Corporation ("RIC") from violating Section 5 and
Section 17(a) of the Securities Act of 1933 and Section 10(b) of
the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. 
The decision followed a two week trial which commenced February
27, 1996.

     The Court further ordered that a Special Master be appointed
to conduct an offer of recision of stock sales to fifty-nine
investors, who had purchased RIC stock between August 1992 and
April 1993.  The defendants were ordered to deposit $10,000 into
the registry of the Court to pay the costs associated with
conducting the offer of recision.  The Court also imposed a civil
penalty in the amount of $5,000 each against Alan Rand and RIC.

     In its complaint filed September 23, 1994, the Commission
alleged that the defendants violated the registration, antifraud
and broker-dealer registration requirements of the federal
securities laws in the offering of common stock.  RIC is
purportedly in the business of developing and selling night
vision equipment for military applications to foreign governments
and to the United States government.  Alan Rand claims to be the
inventor of the night vision equipment.

     The Commission alleged and the Court found that the
defendants misrepresented and failed to disclose material facts
relating to the financial condition of RIC, its manufacturing
capabilities, its sales record, its products and the product
market.  The Court specifically found that the offering materials
used to sell the company's stock were replete with erroneous
statements or false implications, and that, when considered as a
whole, the offering materials were intended to deceive the stock
purchasers to whom they were distributed.  The false statements
included offices claimed by RIC where no such offices existed, a
false statement as to the number of RIC employees and the
inclusion of photographs which gave the false impression of a RIC
working factory or the existence of inventory or equipment ready
for sale.