UNITED STATES OF AMERICA
                                     Before the
                          SECURITIES AND EXCHANGE COMMISSION


          Investment Advisers Act of 1940
          Release No.   1793  /  March 10, 1999

          Administrative Proceeding
          File No. 3-9782

          ----------------------------------------------
                                   :
          In the Matter of         :         NOTICE OF PROPOSED PLAN FOR
                                   :         THE DISTRIBUTION OF DISGORGED
          Robert J. Smith,         :         FUNDS AND OPPORTUNITY FOR
                                   :         COMMENT BY NON-PARTIES
                                   :
                 Respondent.       :
          ----------------------------------------------

               Notice is given, pursuant to Rule 612 of the Rules of

          Practice of the Securities and Exchange Commission, 17 C.F.R. §

          201.612, that the Division of Enforcement has filed its proposed

          Plan for the Distribution of Disgorged Funds ("Distribution

          Plan") in the above matter with the Securities and Exchange

          Commission (the "Commission").

                                OPPORTUNITY TO COMMENT

               Pursuant to this notice, all interested parties are advised

          that the Distribution Plan may be obtained by submitting a

          written request to Joseph A. Zangri, United States Securities and

          Exchange Commission, 7 World Trade Center, 13th Floor, New York,

          New York 10048.  Further, all persons desiring to comment on the

          Distribution Plan may submit their views, in writing, no later

          than April 12, 1999  to the Office of the Secretary, United

          States Securities and Exchange Commission, 450 Fifth Street,

          N.W., Washington, D.C. 20549-0609.

                          THE PROPOSED PLAN OF DISGORGEMENT

               Pursuant to an Order entered by the Commission on consent on

          November 25, 1998, Robert J. Smith ("Smith") paid to the

          Commission a total of $51,653.73, which includes $34,865 in

          performance-based fees unlawfully charged by Smith and

          prejudgement interest of $16,788.73.

               The Distribution Plan provides that the unlawful

          performance-based fees paid to Smith will be repaid to the

          clients who paid those fees.  The Distribution Plan further

          provides that a proportionate share of the prejudgment interest

          paid by Smith will be paid to those clients who provide a valid

          social security number or tax identification number.  A

          Commission employee will act as administrator of the plan and

          will not receive any compensation other than his regular salary.

               For the Commission, by its Secretary, pursuant to delegated

          authority.



                                        Margaret H. McFarland
                                        Deputy Secretary