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             U.S. SECURITIES AND EXCHANGE COMMISSION

Litigation Release No. 14948 / June 18, 1996

SECURITIES AND EXCHANGE COMMISSION v. WILLIAM E. COOPER ET AL.,
Civil Action 94-3144 HLH (JRx) (C.D. Cal.)

     The Securities and Exchange Commission announced that, on
April 30, 1996, the Honorable Harry L. Hupp, United States
District Judge for the Central District of California, issued a
Final Judgment of Disgorgement against Sandee Russell ("Russell")
ordering her to disgorge approximately $217,000 to the receiver
appointed by the Court in this case.  Russell consented to the
entry of the disgorgement order without admitting or denying the
allegations in the Complaint.

     The Commission's Complaint alleges that, from 1981 to 1994,
defendants William E. Cooper ("Cooper"), Robert E. Lindley
("Lindley") and Valerie Jensen ("Jensen"), operating through
Vestcorp Securities, Inc. ("Vestcorp"), engaged in the fraudulent
offer and sale of securities in the form of real estate limited
partnership interests, raising approximately $99 million from
investors.  Many of the investors held their limited partnership
interests with First Pension Corporation ("First Pension").  The
Complaint alleges that Cooper, Lindley, Jensen, Vestcorp and
First Pension made material misrepresentations and omissions
concerning, among other things, the use of funds raised for the
limited partnerships, the misappropriation of funds and the
source of returns paid to investors.  In its Complaint, the
Commission named five additional individuals and entities,
including Russell, as relief defendants solely for the purpose of
obtaining full relief and did not allege that they violated the
federal securities laws.

     Pursuant to previous orders, the Court has appointed a
receiver over First Pension and related entities.  In addition,
the Court has previously issued injunctions against Cooper,
Lindley, Jensen, Vestcorp and First Pension permanently enjoining
them from future violations of the antifraud provisions of the
federal securities laws they were alleged in the Complaint to
have violated.  See LR-14197, LR-14343.