UNITED STATES OF AMERICA
                                 before the
                     SECURITIES AND EXCHANGE COMMISSION

             SECURITIES EXCHANGE ACT OF 1934
             Release No. 41426 / May 19, 1999

             ACCOUNTING AND AUDITING ENFORCEMENT
             Release No.  1136  / May 19, 1999

             Administrative Proceeding File No. 3-9904

             In the Matter of Dennis M. Gaito, CPA,

             The Securities and Exchange Commission today instituted
             administrative proceedings against Dennis M. Gaito, a
             principal in the public accounting firm of Moore Stephens,
             P.C., pursuant to Section 21C of the Securities Exchange Act
             of 1934 and Rule 102(e) of the Commission's Rules of
             Practice.  In that Order the SEC's Division of Enforcement
             and Office of the Chief Accountant allege that Gaito
             fraudulently engineered a scheme pursuant to which he and
             his firm issued false audit reports on the financial
             statements of seven public companies for varying periods
             from 1992 through 1998.  Each of the audit reports is
             alleged to be materially false in misrepresenting that the
             firm was independent and that it conducted audits in
             accordance with Generally Accepted Auditing Standards.  The
             Order alleges that Moore Stephens' and Gaito's independence
             was impaired by a variety of relationships that existed with
             Moore Stephens' audit clients, including that:

             *  Gaito, as trustee, directly or indirectly owned
           securities issued by audit clients;
             *  Gaito had investment relationships with directors and
           principal shareholders of several of the audit clients,
           including Robert E. Brennan, a director and controlling
           shareholder/partner of two of the audit clients;
             *  Gaito, as trustee, loaned millions of dollars to a
           director and principal shareholder of two audit clients,
           in the director and principal shareholder's capacity as
           trustee of another trust;
             *  Charles Falk, a principal of the firm and licensed
           attorney, provided legal services to one of the audit
           clients and its principal shareholder.

             The Order alleges that Gaito willfully violated Exchange Act
             Section 10(b) and Rule 10b-5,  willfully aided and abetted
             violations of Exchange Act Section 13(a) and Rule 13a-1,
             violated Rule 2-02 of Regulation S-X and engaged in improper
             professional conduct.  The Order seeks, among other
             remedies, a cease-and-desist order, sanctions pursuant to
             Commission Rule 102(e), and an order requiring Gaito to
             account for and disgorge audit fees obtained from the seven
             audit clients, together with reasonable interest. A hearing
             will be scheduled to determine whether the allegations
             against Gaito are true and, if so, what remedial actions, if
             any are appropriate.