UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                   UNITED STATES SECURITIES AND EXCHANGE COMMISSION

     Litigation Release No. 15378 / May 30, 1997


     SECURITIES AND EXCHANGE COMMISSION v. AFFORDABLE PREPAID CELLULAR,
INC.AND
     JOHN C. ROCKETT, Civil Action No. 97-3750 RAP (JGx) (C.D. Cal.).

          The Securities and Exchange Commission announced that on May 20,
1997,
     the Honorable Richard A. Paez, United States District Judge for the
Central
     District of California, issued a temporary restraining order against
     Affordable Prepaid Cellular, Inc., and its part-owner and Vice
President,
     John C. Rockett ("Rockett").  APC is based in Lake Forest, California,
and
     its stated business is to provide prepaid cellular telephone service
to
     "credit-challenged" individuals.  The Court also issued orders
prohibiting
     APC and Rockett from destroying documents, and requiring APC to account
for
     investor funds.

          The Commission's complaint, filed May 20, 1997, alleges that the
     Defendants have fraudulently offered and/or sold units in APC, in the
form
     of $5,000 corporate notes, to at least three individuals since
January
     1997.  The investors' monies, according to APC, will be used to fund
APC's
     business operations.  The complaint further alleges that in return
for
     their investment, APC promises investors a guaranteed 16 3/4% annual
     return, plus 1% of half of APC's profits, and that the investor's
original
     contribution will be returned at the end of one year.  As further
alleged,
     in offering securities to investors, APC and Rockett did not tell
investors