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                     UNITED STATES OF AMERICA
                           Before the 
                SECURITIES AND EXCHANGE COMMISSION


Investment Advisers Act of 1940
Release No.  1636 \ June 13, 1997 

Administrative Proceeding
File No. 3-9243

-------------------------
                         :
In the Matter of         :         NOTICE OF PROPOSED
                         :         PLAN OF DISGORGEMENT
OAKWOOD COUNSELORS, INC. :         DISTRIBUTION AND 
and PAUL J. SHERMAN,     :         OPPORTUNITY FOR COMMENT
                         :         BY THIRD PARTIES       
            Respondents  :
                         :
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     Notice is hereby given, pursuant to Rule 612 of the Rules of

Practice of the United States Securities and Exchange Commission

("Commission"), 17 C.F.R.  201.612, that the Division of

Enforcement has filed its proposed Plan of Disgorgement

Distribution ("Distribution Plan") in the above matter with 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 S. Sloan Walker, 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

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

than July 14, 1997 to the Office of the Secretary, United States
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Securities and Exchange Commission, 450 Fifth Street, N.W.,

Washington, D.C. 20549.  

                      THE DISTRIBUTION PLAN

     Pursuant to an Order entered by the Commission on consent on

February 10, 1997, Oakwood Counselors, Inc. ("Oakwood") paid to

the Commission a total of $419,763, representing disgorgement of

$298,499 and prejudgment interest of $121,264.  The disgorgement

represents Oakwood's alleged unjust enrichment from an

undisclosed soft dollar arrangement.  Pursuant to the soft dollar

arrangement, Oakwood used commission dollars generated by

securities trades in certain advisory client accounts to pay for

research and brokerage, and to pay for products, services, or

expenses such as phone bills, office equipment, client

solicitation fees, marketing expenses, and client accounting. 

See Oakwood Counselors, Inc. and Paul J. Sherman, Investment

Advisers Act Release No. 1614, 63 SEC Docket 2485 (February 10,

1997).

     The affected accounts are accounts maintained by Oakwood

clients during the period January 1, 1989 through June 1995 in

which securities transactions were effected by Merrill Lynch,

Pierce Fenner & Smith and which were subject to the soft dollar

arrangement, excluding accounts of Oakwood and its officers and

employees and their family members (the "Affected Accounts").  

     The Distribution Plan provides that the holders of the

Affected Accounts are entitled to receive their pro rata share of

disgorgement and prejudgment interest.  The pro rata share is to
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be calculated on the basis of the proportion of each Affected

Account's assets under management during the year to the total

assets under management in all Affected Accounts, using an

average of assets under management at the end of the year (or for

1995, the end of June 1995) and the end of the prior year.   A

Commission employee will act as administrator of the plan and

will not receive any compensation other than his regular salary. 


Pursuant to the Distribution Plan, Proof of Claim forms will be

sent to the holders of the Affected Accounts, to be returned

within 45 days.  

     Eligible claimants whose address has changed or is expected

to change are encouraged to notify the Division of their current

address by writing to Barbara L. Bailin, United States Securities

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

York, New York 10048 or by calling 212-748-8267.

     For the Commission, by its Secretary, pursuant to delegated

authority.


                              Jonathan G. Katz
                              Secretary