U.S. SECURITIES AND EXCHANGE COMMISSION


          Litigation Release No.  15934 / October 8, 1998

          SEC v. Alliance Leasing Corporation and Prime Atlantic, Inc.,
          Case No. 98 CV 1810J CGA  (S.D. Cal. Oct. 6, 1998).

               On October 7, 1998, the Securities and Exchange Commission
          ("Commission") obtained a temporary restraining order against
          Alliance Leasing Corporation ("Alliance"), based in San Diego,
          California, and Prime Atlantic, Inc. ("Prime"), based in
          Jacksonville, Florida, in order to stop an ongoing fraud.
          Specifically, the Honorable Napoleon A. Jones, Jr., United States
          District Court Judge for the Southern District of California,
          issued the temporary restraining order against Alliance and Prime
          and also froze over $22 million in Alliance and Prime assets.

               The Commission's action, filed on October 6, 1998, alleges
          that since at least December 1997, Alliance has offered and sold
          units in its equipment leasing program to at least 240 investors
          nationwide.  These investments are being sold through Prime,
          which is not registered with the Commission as a broker or
          dealer.  Investors are solicited to participate in Alliance's
          two-year leasing program for a minimum investment of $10,000.
          Alliance represents in its solicitation that investor money will
          be used to purchase commercial equipment (such as computers and
          cellular telephones) that will then be leased to third parties
          (the "end-users").  The end-users's lease payments to Alliance
          purportedly constitute the source of revenue to be shared by
          Alliance and the investors, who are promised a minimum of a 28-
          32% return over 25 months.

               The complaint further alleges that Alliance and Prime have
          lied to investors about certain important facts:

                 Alliance and Prime told investors that, except for a 10%
                  "management fee" paid to Alliance, all investor funds
                  would be used to purchase equipment for the leasing
                  program; in fact, Alliance also paid 30% to Prime as an
                  undisclosed sales commission;

                 Alliance and Prime told at least some investors that
                  their funds would be placed in an escrow account at
                  Merrill Lynch and would not be released until Alliance
                  purchased the equipment that would be leased; in fact, no
                  escrow account exists; and
              
                 Alliance touted its CEO and COO, Charles Browne and Susan
                  Browne, respectively, as reputable businesspeople; in
                  fact, both have histories of securities law violations.

          The defendants are:

            Alliance Leasing Corporation, a Nevada corporation, that
             maintains its principal place of business in San Diego,
             California.  It maintains a website at www.alleasing.com.
             Alliance is charged with violations of the securities
             registration and antifraud provisions.
          
            Prime Atlantic, Inc., a Florida corporation, that maintains
             its principal place of business in Jacksonville, Florida.
             Prime is charged with violations of the securities
             registration, broker-dealer registration and antifraud
             provisions.

               The Court has set a hearing for October 15, 1998 at 1:30
          p.m. on the Commission's request for a preliminary injunction.
          The Commission's complaint alleges that Alliance and Prime
          violated the securities registration provisions (Sections 5(a)
          and 5(c) of the Securities Act of 1933 ("Securities Act")) and
          the antifraud provisions (Section 17(a) of the Securities Act and
          Section 10(b) of the Securities Exchange Act of 1934 ("Exchange
          Act"), and Rule 10b-5 thereunder), and additionally that Prime
          violated the broker-dealer registration provisions (Section
          15(a)(1) of the Exchange Act).

               The Commission wishes to thank the Mississippi Secretary of
          State, Business Services Division, for its valuable assistance in
          this matter.