SECURITIES AND EXCHANGE COMMISSION


     LITIGATION RELEASE NO. 15742 / May 15, 1998

     SECURITIES AND EXCHANGE COMMISSION V. PHEBE W. ERDMAN, HANS L. ERDMAN AND
     DAVID M. LEMON (Defendants) and REBECCA W. ERDMAN AND LESLIE CHEKIN (Relief
     Defendants) (United States District Court for the District of Southern
     Florida, Civil Action No. 98-6500-Civ-Moore).

     The Securities and Exchange Commission ( Commission ) announced today that
     it filed a civil action in the United States District Court for the
     District of Southern Florida against Phebe W. Erdman ( P. Erdman ) of
     Greensboro, North Carolina, Hans L. Erdman ( H. Erdman ) of Blaine,
     Minnesota, and David M. Lemon ( Lemon ) of Marietta, Georgia as defendants,
     and Rebecca W. Erdman ( R. Erdman ) of Greensboro, North Carolina and
     Leslie Chekin ( Chekin ) of Springfield, Virginia, as relief defendants,
     for their participation in a fraudulent, unregistered offering of
     securities.  The Commission s Complaint alleges that P. Erdman, H. Erdman,
     R. Erdman, and Chekin received $240,000 by selling approximately 370,000
     shares of stock in a worthless shell company, International Trade &
     Commerce Corp. ( ITC ) to 40 investors, many of whom were residents of
     Southern Florida.  Defendants P. Erdman, H. Erdman and Lemon solicited
     investors by misrepresenting that ITC would acquire other businesses,
     realize substantial revenues and finance acquisitions through a public
     offering of stock.  The Complaint alleges that P. Erdman and H. Erdman
     violated the registration provisions of the federal securities laws, and P.
     Erdman, H. Erdman and Lemon violated the antifraud provisions.  The
     Complaint also alleges that relief defendants R. Erdman and Chekin were
     unjustly enriched by the proceeds of fraudulent, unregistered sales of ITC
     stock and therefore should be required to return such proceeds to
     investors.

     The Complaint alleges that since approximately 1988, ITC was controlled by
     Ellis E. Erdman, the former husband of P. Erdman and the father of H.
     Erdman, R. Erdman and Chekin.  Between February and August 1993, the
     defendants solicited investors to purchase ITC stock by misrepresenting
     that ITC was acquiring 100 insurance agencies and planning to conduct a
     public offering of its stock.  The defendants predicted $100 million is
     sales and over $17 million in earnings in the coming year.  The defendants
     failed to disclose that ITC was a shell company with no assets or
     operations and did not have the financial resources to acquire other
     businesses or conduct a public offering.
      
     In its Complaint, the Commission asks the Court to enter permanent
     injunctions against P. Erdman and H. Erdman, prohibiting them from future
     violations of Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933
     and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5
     thereunder, and against Lemon, prohibiting him from future violations of
     Section 17(a) of the Securities Act, Section 10(b) of the Exchange Act, and
     Rule 10b-5 thereunder.  The Complaint requests that the Court impose civil
     monetary penalties against the defendants.  The Complaint also seeks

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     disgorgement, plus prejudgment interest, from P. Erdman, H. Erdman, R.
     Erdman and Chekin of the proceeds they received from selling their
     worthless, unregistered ITC stock.

     On April 24, 1998, the Commission instituted separate public administrative
     proceedings against David T. Barr, the branch manager of the Ithaca, New
     York Advest office through which the Erdmans sold their stock.  These
     proceedings were instituted to determine whether Barr violated the
     registration and antifraud provisions of the federal securities laws by
     selling the Erdmans  stock and distributing fraudulent promotional
     material.  For further information, please see Rel. 33-7527; Rel. 34-39913.

     Please contact David E. Marder, Senior Trial Counsel of the Commission s
     Boston District Office, at (617) 424-5900, extension 685.  










































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