IN  THE  UNITED  STATES  DISTRICT                             
                               FOR  THE  NORTHERN  DISTRICT                                   OF   
                                                            EASTERN  DIVISION

JOHN  VENTRE,  MARY  H.  O'NEIL
and  HAROLD  O'NEIL,                            individually
and  'as  representatives                                on  behalf
of  a  class                of  similarly                   situated
persons,

                                      Plaintiffs,

                                      V.                                                   )  Judge

DATRONIC  RENTAL  CORPORATION,                                           an
lllinois            corporation,                       et  al.,

                                      Defendants.

                                        PLAINTIFFS'                  COMBINFsD  RESPONSE  TO
                                             DEFENDANTS'               MOTIONS  TO  DISMISS
                                             THE  SEVENTH  AMENDED  COMPLAINT

              This  brief               is  respectfully                        submitted          

plaintiff                  class        in  opposition                    to  the  motions         
Price          Waterhouse                    ("Price"),              Weiss  and  Company           
Siegan,           Barbakoff,                    Gomberg              &  Kane  ("SB&G")             

through           XXX1  of  the  Seventh                              Amended             Complaint

violations                  of  the  Securities                          laws  and  seeking        
therefor.

                                                         STATEMENT  OF  FACTS

              Datronic               Rental           Corporation                 ("Datronic"),    

capital            for        its  operations,                        created             a  series
partnerships.                         The  earliest,                     as  is  typical,          

placements                  involving                 relatively                small       



amounts  of  cash.                    In  April       1987,  after             the  apparent       
the  earlier             ventures,           Datronic         began  to  offer              
interests          publicly,            1 in  much  more  substantial                     
Between  April                1987  and  April             30,  1991,  Datronic