UNITED STATES SECURITIES AND EXCHANGE COMMISSION

     Litigation Release No. 15433 / August 6, 1997

     SECURITIES AND EXCHANGE COMMISSION v. SHAHRYAR SOROOSH, United States
     District Court for the Northern District of California, Civil Action No. C
     96-3933 VRW.


          The Securities and Exchange Commission announced today that on August
     5, 1997, the Honorable Vaughn R. Walker of the United States District Court
     of the Northern District of California, issued a Judgment and Findings of
     Fact and Conclusions of Law holding that Shahryar Soroosh, a resident of
     Saratoga, California violated the federal securities laws by engaging in
     insider trading.  The Court ordered Soroosh to disgorge $505,819.00 plus
     prejudgment interest.  The Court's opinion follows a four-day bench trial
     earlier this year.

          The Court found that Soroosh, a forty year old, former senior software
     engineer at Octel Communications Corporation ("Octel"), amassed a
     substantial short position in the stock and options of Octel while in
     possession of material, nonpublic information concerning an Octel software
     delay.  The delay was publicly announced on October 24, 1996.  Upon the
     announcement, the price of Octel's common stock fell by over 35%, from
     $24.50 to $15.70 per share.  As a result, Soroosh realized profits of over
     $500,000, based on his 35,000 share short position and his 80 put
     contracts, all of which he had accumulated in the weeks before the
     announcement.  The Commission instituted its suit within days of the
     trading, on October 29, 1996.

          The Court rejected Soroosh's defense that his trading was part of a
     pattern of trading, finding that the trading at issue was out of the
     ordinary, and rejected his assertion that he did not possess material,
     nonpublic information.  The Court concluded that Soroosh's "trading
     activity and the circumstances surrounding it were consistent with the
     possession of insider knowledge and he has offered no plausible explanation
     otherwise."

          The Commission acknowledges the assistance of NASD Regulation, Inc. in
     this matter.

          For further information see Litigation Releases 15141 (October 30,
     1996) and 15143 (November 1, 1996).









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