UNITED STATES SECURITIES AND EXCHANGE COMMISSION

          LITIGATION RELEASE NO.  15989  /  December 1, 1998

          SECURITIES AND EXCHANGE COMMISSION v. TWO-THIRDS INTERNATIONAL
          INC., PETER J. ZACCAGNINO III, JOHN L. KLEIN a/k/a JOHN KLEIN
          LOFFREDO, MERRILL H. KLEIN AND STERLING INTERNATIONAL BAHAMAS
          LTD., No. 98-1324-Civ. ORL-18A (USDC M.D. Fla./Orlando Division)

               The Commission announced today that it obtained a federal
          court order prohibiting the fraudulent sale and valuation of
          historical bonds, including bonds issued in the 19th century by
          now defunct railroads and allegedly backed by gold.  According to
          the Commission's complaint, these bonds are worthless as
          investments, having value only as historical memorabilia, but
          have been offered and sold to investors at prices up to $330,000
          each.  The emergency restraining order, issued December 1, by
          Judge G. Kendall Sharp, prohibits Two-Thirds International, Inc.
          ("TTI") and its president, Peter J. Zaccagnino III, of Kissimee,
          Florida, from offering and selling the bonds as investment
          quality instruments.  The order also prohibits TTI and Zaccagnino
          from fraudulently offering to place the bonds in a prime bank-
          type trading program.  Additionally, the order prohibits Sterling
          International Bahamas Ltd., and its officers, John L. Klein ("J.
          Klein") and Merrill H. Klein ("M. Klein"), both of Miami,
          Florida, from preparing and disseminating fraudulent
          authentication and valuation documents relating to the historical
          bonds.   Judge Sharp's order also freezes the assets of TTI,
          Zaccagnino, J. Klein and Sterling and requires them to provide an
          accounting of investor monies received.

               The Commission's complaint alleges that the defendants
          violated the antifraud provisions of the federal securities laws
          from late 1997 through at least June 1998 in offering, selling,
          authenticating and valuing the bonds.  Zaccagnino and TTI raised
          approximately $4.8 million through the sale of virtually
          worthless historical bonds to scores of investors.  According to
          the complaint, Zaccagnino and TTI sold historical bonds at prices
          ranging from $14,000 to $330,000 each, falsely representing that
          the bonds were worth up to $908 million each.  The complaint
          further alleged that Zaccagnino falsely claimed that he and TTI
          could place the bonds in a fictitious prime bank-type "trading
          program," purportedly approved by the Federal Reserve Board, that
          would generate exorbitant rates of return.  Judge Sharp's order
          also freezes the assets of two relief defendants, Best Systems,
          Inc. and Wonder Glass Products, Inc., which received a total of
          more than $1.5 million in investor proceeds from the fraud.

               The complaint includes allegations that J. Klein, M. Klein,
          and Sterling prepared and issued documents falsely authenticating
          and valuing a variety of historical bonds, including bonds held
          by, or for the benefit of, Zaccagnino's investors.  These
          valuations falsely represented that the historical railroad bonds
          remained backed by gold and that the bonds were worth between
          $492,000 and $10.8 billion each.  Also J. Klein and M. Klein
          misrepresented their qualifications as appraisers as well as the
          nature of the process used to "authenticate" the bonds prior to
          valuation.  For their services, J. Klein, M. Klein and Sterling
          were paid $1,500 per valuation and received a total of
          approximately $400,000 between April and October 1998.

               This is the fourth civil injunctive action filed by the
          Commission's Central Regional Office to halt the fraudulent sales
          of historical bonds of United States railroads and other
          entities.  SEC v. Daniel E. Schneider et al., Civ. No. 98-CV-14-D
          (D. Wyo.; preliminary injunction issued Feb. 13, 1998); SEC v.
          Albert E. Carter et al., No. 98CV-0440B (D. Utah; complaint filed
          June 18, 1998); SEC v. Gerald A. Dobbins et al., No. 98-229 (C.D.
          Cal.; preliminary injunction issued May 19, 1998).

               Various law enforcement agencies worked closely with the
          Commission in obtaining emergency relief in this matter.  The
          Commission wishes to thank both the Bureau of the Public Debt of
          Department of Treasury, and the Division of Banking Supervision
          and Regulation of the Board of Governors of the Federal Reserve
          System for their assistance in this matter.