Model Imperial, Inc.

Securities Exchange Act of 1934
Release No. 41932 / September 28, 1999

Accounting and Auditing Enforcement
Release No. 1181 / September 28, 1999

IN THE MATTER OF MODEL IMPERIAL, INC.,
Administrative Proceeding File No. 3-10043

Administrative Proceedings Initiated to Revoke Registration of Model Imperial Common Stock

The Securities and Exchange Commission announced today that it has instituted public administrative proceedings, pursuant to Section 12(j) of the Securities Exchange Act of 1934, to determine whether to revoke the registration with the Commission of the common stock of Model Imperial, Inc. ("Model Imperial").

Model Imperial, a Florida corporation headquartered in Boca Raton, is a wholesale distributor of brand name fragrances and cosmetics to discount retailers, drugstore and supermarket chains and other mass merchants. Model Imperial's common stock is registered with the Commission pursuant to Section 12(g) of the Exchange Act and was traded on the National Association of Securities Dealers Automated Quotation System ("NASDAQ") until April 10, 1996, when it was delisted. On July 18, 1996, Model Imperial filed for protection under Chapter 11 of the Bankruptcy Code. All of its common stock was subsequently acquired by a private company. Model Imperial has made no periodic filings with the Commission subsequent to its filing of a quarterly report on Form 10-Q for the quarter ending September 30, 1995.

A hearing will be held before an Administrative Law Judge to determine whether the staff's allegations in the Order Instituting Proceedings are true and, if so, whether the company's registration should be revoked.