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                SECURITIES AND EXCHANGE COMMISSION
                         Washington D.C.


Litigation Release No. 15036 / September 6, 1996

SECURITIES AND EXCHANGE COMMISSION v. MELBOURNE CAPITAL
CORPORATION, WILLIAM SCOTT SMITH, RAUL N. RODRIGUEZ, WILLIAM G.
SMITH, ANTHONY SKULSKI, ALICIA GRADY SKULSKI, and S.S. INVESTORS,
INC., 95 Civ. 0678 (SHS) (S.D.N.Y. January 31, 1995)

     The Securities and Exchange Commission announced today that
on August 28, 1996, the United States District Court for the
Southern District of New York entered final judgments of
permanent injunction and other relief by consent against William
Scott Smith ("Scott Smith"), William G. Smith ("William Smith"),
Anthony Skulski ("Skulski"), Alicia Grady Skulski ("Alicia
Skulski"), and Raul N. Rodriguez ("Rodriguez") in a case
involving fraud in connection with an initial public offering.

     In a complaint filed on January 31, 1995, the Commission
alleged that Melbourne Capital Corporation ("Melbourne"), a blind
pool and blank check company, raised approximately $246,000 from
investors through its initial public offering in May 1989 and the
subsequent exercise of its warrants.  The Commission further
alleged that Scott Smith, the undisclosed promoter, contrived to
place his nephew, William Smith, and two friends, Skulski and
Alicia Skulski, as the nominee officers and directors of
Melbourne.  The Commission's complaint further alleged that Scott
Smith, together with the company's officers and directors,
defrauded the investors by causing Melbourne to pay for their
personal expenses.  Scott Smith, individually and through his
company, S.S. Investors, an unregistered broker, allegedly
directed the misuse and misappropriation of approximately
$174,000.  The complaint also alleges that Melbourne made
materially false and misleading filings with the Commission --
all drafted, reviewed, or signed by Melbourne's attorney,
Rodriguez, who received approximately $28,000 in legal fees and
expenses.

     William Smith, Skulski, and Alicia Skulski, each consented,
without admitting or denying the allegations contained in the
Commission's complaint, to the entry of final judgments (i)
permanently enjoining each of them from violating the anti-fraud
provisions of the federal securities laws, Section 17(a) of the
Securities Act of 1933 ("Securities Act"), and Section 10(b) of
the Securities Exchange Act of 1934 ("Exchange Act") and Rule
10b-5; and (ii) ordering William Smith to disgorge $3,366.66,
plus prejudgment interest thereon in the amount of $2,319.03;
ordering Skulski to disgorge $2,606.34, plus prejudgment interest
thereon in the amount of $1,795.30; and ordering Alicia Skulski
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to disgorge $100, plus prejudgment interest thereon in the amount
of $68.88.

     Scott Smith consented, without admitting or denying the
allegations contained in the Commission's complaint, to the entry
of a final judgment (i) permanently enjoining him from violating
Section 17(a) of the Securities Act, and Sections 10(b),
13(b)(2), 15(a), 15(c)(1) and 15(d) of the Exchange Act and Rules
10b-5, 12b-20, 15c1-5, 15c1-6, 15d-1 and 15d-13; (ii) ordering
him to disgorge $151,573, plus prejudgment interest thereon in
the amount of $104,407; and (iii) permanently barring him,
pursuant to Section 21(d)(2) of the Exchange 

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Act, from acting as an officer or director of any issuer that has
a class of securities registered with the Commission pursuant to
Section 12 of the Exchange Act or that is required to file
reports with the Commission pursuant to Section 15(d) of the
Exchange Act. 

     Rodriguez consented, without admitting or denying the
allegations contained in the Commission's complaint, to the entry
of a final judgment (i) permanently enjoining him from violating
the anti-fraud provisions of the federal securities laws, Section
17(a) of the Securities Act, and Section 10(b) of the Exchange
Act and Rule 10b-5; and (ii) ordering him to disgorge $27,261
(representing his unjust enrichment from the conduct alleged in
the Commission's complaint), plus prejudgment interest thereon in
the amount of $22,164.12.  

     On the basis of Scott Smith's and Rodriguez' sworn
representations and financial statements, the Commission has
agreed that the payment of disgorgement and prejudgment interest
by each of them will be waived based on their demonstrated
inability to pay.


For further information see Litigation Release No. 14396.