Eugene Bilotti

Securities Act of 1933
Release No. 7652 / March 5, 1999

Investment Advisers Act of 1940
Release No. 1792 / March 5, 1999

Administrative Proceedings
File No. 3-9517

On March 12, 1998, the Division of Enforcement ("Division"), pursuant to Rule 610 of the Commission's Rules of Practice, 17 C.F.R. Section 201.610, submitted a proposed Plan of Disgorgement Distribution ("Proposed Plan"), for the $31,251.77 that Respondent had disgorged (the "Disgorgement Fund") pursuant to the Commission's order of December 23, 1997 (Order Instituting Public Administrative Proceedings, Making Findings, Imposing Remedial Sanctions, and Issuing Cease-and-Desist Order).

C. Lee Larson, the Commission employee designated in the Proposed Plan to be its Administrator, has resigned from the Commission. The Division has submitted an Amended Plan of Disgorgement Distribution ("Amended Plan") in which Eric M. Schmidt, an Assistant Regional Director in the Northeast Regional Office, is designated as Administrator of the Amended Plan in place of Larson. The Division has requested that the Commission approve the Amended Plan, appoint Eric M. Schmidt as Administrator of the Amended Plan, and order the distribution of the Disgorgement Fund pursuant to the Amended Plan.

IT IS ORDERED that the Amended Plan is approved; and

IT IS FURTHER ORDERED that Eric M. Schmidt is appointed as Administrator of the Amended Plan in accordance with the terms of the Amended Plan; and

IT IS FURTHER ORDERED that the Office of the Comptroller shall, within thirty days, make the following payments using the payee addresses provided by the Division:

By the Commission.

____________________

Jonathan G. Katz

Secretary