UNITED STATES OF AMERICA
                                         Before the
                             SECURITIES AND EXCHANGE COMMISSION

           SECURITIES EXCHANGE ACT OF 1934
           Release No.  40313 / August 10, 1998

           ADMINISTRATIVE PROCEEDING
           File No.   3-9670


                                      :
           In the Matter of           :ORDER INSTITUTING PROCEEDINGS
                                      :PURSUANT TO SECTIONS 15(b) AND
           Frank P. Zitkevitz,        :19(h) OF THE SECURITIES EXCHANGE
                                      :ACT OF 1934, MAKING FINDINGS AND
           Respondent.                :IMPOSING REMEDIAL SANCTIONS
                                      :
                                      :

                                             I.

           The Securities and Exchange Commission ("Commission") deems it
           appropriate and in the public interest that public
administrative
           proceedings be, and hereby are, instituted pursuant to Sections
           15(b)(6) and 19(h)(3) of the Securities Exchange Act of 1934
("Exchange
           Act") against Frank P. Zitkevitz ("Zitkevitz").

           In anticipation of the institution of these proceedings,
Zitkevitz has
           submitted an Offer of Settlement ("Offer") to the Commission,
which the
           Commission has determined to accept.  Solely for the purposes of
this
           proceeding and any other proceeding brought by or on behalf of
the
           Commission or in which the Commission is a party, prior to a
hearing
           pursuant to the Commission's Rules of Practice, 17 C.F.R.
201.100 et
           seq., and, without admitting or denying the findings contained
herein,
           except those contained in paragraphs II.A. and II.B., and the
           jurisdiction of the Commission over him and the matters set forth
in
           this Order, which are admitted, Zitkevitz consents to the
institution