UNITED STATES OF AMERICA
                                      Before the
                          SECURITIES AND EXCHANGE COMMISSION


          SECURITIES ACT OF 1933
          Release No.   7630  /  January 14, 1999

          ADMINISTRATIVE PROCEEDING
          File No.  3-9810

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          ________________________
                                  :              ORDER INSTITUTING A PUBLIC
          In the Matter of        :              CEASE-AND-DESIST PROCEEDING
                                  :              PURSUANT TO SECTION 8A OF THE
          Leifer Capital, Inc.,   :              SECURITIES ACT OF 1933, MAKING
          Jeffrey Leifer, and     :              FINDINGS, AND IMPOSING CEASE-
          David Leifer,           :              AND-DESIST ORDER
                                  :
               Respondents.       :
          ________________________:



                                           I.

               The Securities and Exchange Commission ("Commission") deems
          it appropriate that a public cease-and-desist proceeding be and
          hereby is instituted pursuant to Section 8A of the Securities Act
          of 1933 ("Securities Act") against Leifer Capital, Inc. ("Leifer
          Capital"), Jeffrey Leifer, and David Leifer (collectively, the
          "Leifers").

                                           I.

               In anticipation of the institution of this proceeding, the
          Leifers have submitted Offers of Settlement, which the Commission
          has determined to accept.  Solely for the purpose of this
          proceeding and any other proceedings brought by or on behalf of
          the Commission or to which the Commission is a party, and without
          admitting or denying the findings contained herein, except that
          the Leifers admit the jurisdiction of the Commission over them
          and over the subject matter of this proceeding, the Leifers, by
          their Offers of Settlement, consent to the entry of this Order
          Instituting a Public Cease-And-Desist Proceeding Pursuant to
          Section 8A of the Securities Act of 1933, Making Findings, and
          Imposing Cease-and-Desist Order ("Order") and to the entry of the
          findings and the cease-and-desist order set forth below.

               Accordingly, IT IS HEREBY ORDERED that a proceeding pursuant
          to Section 8A of the Securities Act be, and hereby is,
          instituted.

                                           I.

               On the basis of this Order and the Offers of Settlement
          submitted by the Leifers, the Commission finds that:[1]

          A.   RESPONDENTS

               1.   Leifer Capital, Inc. ("Leifer Capital") is a California
          corporation and was the issuers Financial and Marketing
          Specialist ("marketing specialist") for seven note offerings (the
          "Note Offerings") related to the County of Orange ("Orange
          County" or the "County") Investment Pools (the "Pools") that
          raised a total of $1.125 billion.  Leifer Capital, among other
          things, participated in preparing the official statements (the
          "Official Statements") for the Note Offerings.

               2.   Jeffrey Leifer, since 1989, has been the sole owner and
          President of Leifer Capital.  Jeffrey Leifer, with his brother
          David Leifer, represented Leifer Capital in the Note Offerings.

               3.   David Leifer is Jeffrey Leifers brother and, since
          1993, has been employed by Leifer Capital as a Vice-President.
          David Leifer also represented Leifer Capital in the Note
          Offerings.

          B.   FACTS

               1.   Introduction

               Leifer Capital was the issuers marketing specialist for the
          Note Offerings.  The Official Statements for the Note Offerings,
          which the Leifers participated in drafting, omitted material
          facts about the Pools investment strategy, the risks of that
          strategy, and the Pools investment losses.  Accurate and
          complete disclosure about the Pools was material to investors
          because these matters affected the issuers ability to repay the
          Notes, as the funds pledged to repay the Notes were invested in
          the Pools and three of the offerings were conducted for the
          purpose of reinvesting the offering proceeds for profit.  In
          addition, in two other Note Offerings, the Pools guaranteed
          repayment of the Notes.


          **FOOTNOTES**

          [1]:/ The findings herein are made pursuant to the Leifers
          Offers of Settlement and are not binding on any other person or
          entity named as a respondent in this or any other proceeding.




                         2. The Orange County Investment Pools

               The Pools operated as an investment fund managed by the
          Orange County Treasurer-Tax Collector (the "Treasurer"), in which
          the County and various local governments or districts (the
          "Participants") deposited public funds.  As of December 6, 1994,
          the Pools held approximately $7.6 billion in Participant
          deposits, which the County had leveraged to an investment
          portfolio with a book value of over $20.6 billion.

                    a.   The Pools Investment Strategy

               From at least April 1992 until December 1994, the
          Treasurers investment strategy for the Pools involved:  (1)
          using a high degree of leverage by obtaining funds through
          reverse repurchase agreements on a short-term basis (less than
          180 days); and (2) investing the Participants deposits and funds
          obtained through reverse repurchase agreements in debt securities
          (issued by the United States Treasury, United States government
          sponsored enterprises, and highly-rated banks and corporations)
          with a maturity of two to five years, many of which were
          derivative securities.  The Pools investment return was to
          result principally from the interest received on the securities
          in the Pools.  Leverage enabled the Pools to purchase more
          securities with the anticipation of increasing interest income.
          This strategy was profitable as long as the Pools were able to
          maintain a positive spread between the long-term interest rate
          received on the securities and the short-term interest rate paid
          on the funds obtained through reverse repurchase agreements.

                    b.   The Pools Portfolio

               During 1993 and 1994, the Treasurer, using reverse
          repurchase agreements, leveraged the Participants deposits to
          amounts ranging from 158% to over 292%.  As of the end of June
          1994, the Pools held $19.8 billion in securities, with
          approximately $7.2 billion in Participant deposits and about
          $12.6 billion in reverse repurchase agreements, resulting in
          leverage of about 274%.

               During 1993 and 1994, the amount of derivatives in the
          Pools portfolio ranged from 27.6% to 42.2% of the portfolio.  As
          of the end of June 1994, 38.2% of the Pools securities were
          derivatives.  Most of the Pools derivative securities were
          inverse floaters, which paid interest rates inversely related to
          the prevailing interest rate.  From January 1993 through November
          1994, 24.89% to 39.84% of the Pools portfolio consisted of
          inverse floaters.  As of the end of June 1994, 35% of the Pools
          portfolio was invested in inverse floaters.  From January 1993
          through November 1994, only 1.84% to 5.59% of the Pools
          portfolio consisted of securities that paid interest rates
          directly related to the prevailing interest rate (variable rate
          securities) or securities that paid interest rates that rose at
          certain stated intervals to certain stated rates (step-up
          securities).  As of the end of June 1994, about 3.17% of the
          Pools portfolio was invested in variable and step-up securities.

                    c.   The Pools Sensitivity To Interest Rate Changes
                         And The Rise In Interest Rates During 1994

               The composition of the Pools portfolio made it sensitive to
          interest rate changes.  As interest rates rose, the market value
          of the Pools securities fell, and the interest received on the
          Pools inverse floaters also declined.  Thus, the Treasurers
          investment strategy was profitable so long as interest rates,
          including the cost of obtaining funds through reverse repurchase
          agreements, remained low, the market value of the Pools
          securities did not decline, and the Pools had the ability to hold
          securities to maturity.

               From April 1992 through 1993, U.S. interest rates remained
          low and relatively stable.  Due to the low interest rates and the
          Pools investment strategy, the Pools earned a relatively high
          yield of approximately 8%.  Beginning in February 1994, interest
          rates began to rise.  This rise in interest rates resulted in:
          (1) an increase in the cost of obtaining funds under reverse
          repurchase agreements; (2) a decrease in the interest income on
          inverse floaters; (3) a decrease in the market value of the
          Pools debt securities; (4) collateral calls and reductions in
          amounts obtained under reverse repurchase agreements; and (5) a
          decrease in the Pools yield.

                    d. Orange Countys Bankruptcy

               By early December 1994, the Pools had an unrealized decline
          in market value of about $1.5 billion.  Shortly thereafter, on
          December 6, 1994, Orange County filed Chapter 9 bankruptcy
          petitions on behalf of itself and the Pools (the petition filed
          on behalf of the Pools was later dismissed).  Between early
          December 1994 and January 20, 1995, the Pools securities
          portfolio was liquidated, incurring a loss of almost $1.7 billion
          on the Participants deposits of $7.6 billion, a 22.3% loss.

               3.   The Note Offerings

               In July and August 1994, Leifer Capital, through Jeffrey
          Leifer and David Leifer, was the marketing specialist to Orange
          County, the Orange County Flood Control District (the "Flood
          Control District"), and the Placentia-Yorba Linda Unified School
          District ("Placentia USD") in connection with and for purposes of
          their seven offerings of municipal securities that raised a total
          of $1.125 billion.[2]


          **FOOTNOTES**

          [2]:/  Orange  County,  the  Flood  Control District, and related
          parties previously settled enforcement  proceedings  relating  to
          the  Note  Offerings.   See SEC v. Citron, Civil Action No. SA CV
          96-0074  (C.D. Cal. Jan. 24,  1996);  In  re  County  of  Orange,
          California, Securities Act Rel. No. 7260 (Jan. 24, 1996).




                    a.   The Taxable Note Offerings

               Orange County, the Flood Control District, and Placentia USD
          raised $750 million through three offerings of taxable notes (the
          "Taxable Note Offerings") in 1994.  The issuers conducted these
          offerings for the purpose of generating an anticipated profit by
          reinvesting the proceeds (together with funds equal to the
          estimated interest on the notes) in the Pools to earn an
          investment return that would be higher than the rate of interest
          payable to the Taxable Note investors.  The issuers pledged these
          invested funds to secure repayment of the Taxable Notes, and, if
          the pledged funds were insufficient to pay principal and
          interest, the issuers would satisfy any deficiency with other
          moneys lawfully available to repay the notes in the respective
          issuers general fund attributable to the fiscal year in which
          the notes were issued.

               The County issued $600 million in notes (the "$600 Million
          Taxable Notes") on July 8, 1994, described in an Official
          Statement dated July 1, 1994.  These notes earned a variable
          interest rate reset monthly at the one-month London Interbank
          Offered Rate ("LIBOR") not to exceed 12% per annum.  The $600
          Million Taxable Notes were originally due on July 10, 1995.  On
          June 27, 1995, the County and the noteholders entered into
          Rollover Agreements under which the maturity of the notes was
          extended from July 10, 1995, to June 30, 1996, and the interest
          rate paid on the notes was increased.  On June 12, 1996, as part
          of its emergence from bankruptcy, the County repaid the notes
          with a portion of the proceeds from another County municipal
          securities offering.

               On August 2, 1994, the Flood Control District issued $100
          million in notes (the "$100 Million Taxable Notes") described in
          an Official Statement dated July 27, 1994.  These notes earned a
          variable interest rate reset monthly at the one-month LIBOR plus
          .03% not to exceed 12% per annum.  The notes matured, and were
          repaid, on August 1, 1995.

               On August 25, 1994, Placentia USD issued $50 million in
          notes (the "$50 Million Taxable Notes") described in an Official
          Statement dated August 19, 1994.  The notes matured, and were
          repaid, on August 24, 1995.

                    b.   The TRAN Offerings

               In 1994, the County conducted two tax and revenue
          anticipation note ("TRAN") offerings (the "TRAN Offerings") to
          raise a total of $200 million to fund its expected cash flow
          deficits, as it received revenue infrequently throughout the
          fiscal year but had constant working capital expenses.  The
          Official Statements for these offerings represented that:  the
          County would pledge certain anticipated revenues to pay the
          notes principal and interest; the revenue, when received, would
          be placed into a repayment account; the funds in the repayment
          account would be invested; and if the County lacked sufficient
          funds in the repayment account to repay the notes, the County
          would satisfy any deficiency from other moneys received or
          accrued during the fiscal year in which the notes were issued and
          lawfully available for repayment of the notes.

               The County issued $169 million in TRANs (the "$169 Million
          TRANs") on July 5, 1994, described in an Official Statement dated
          June 27, 1994, and $31 million in tax-exempt TRANs (the "$31
          Million TRANs") on August 11, 1994, described in an Official
          Statement dated August 5, 1994.  The $169 Million TRANs and $31
          Million TRANs were originally due on July 19, 1995 and August 10,
          1995, respectively.  On June 27, 1995, the County and the
          noteholders entered into Rollover Agreements under which the
          maturity of the TRANs was extended to June 30, 1996.  On June 12,
          1996, as part of its emergence from bankruptcy, the County repaid
          the TRANs with a portion of the proceeds from another County
          municipal securities offering.

                    c.   The Teeter Note Offerings

               In 1994, Orange County conducted two offerings of Teeter
          Notes (the "Teeter Note Offerings").  The purpose of these
          offerings was to fund the Countys Teeter Plan, an alternate
          method of property tax distribution whereby the County pays local
          taxing entities (such as school districts) their share of
          property taxes upon levy rather than actual collection and the
          County retains all property taxes, and the penalties and interest
          thereon, upon collection.

               The first Teeter Note Offering was conducted on July 20,
          1994, for $111 million (the "$111 Million Teeter Notes").  These
          notes were described in an Official Statement dated July 13,
          1994.  These notes earned a variable interest rate reset monthly
          at one-month LIBOR not to exceed 12% per annum.  The second
          Teeter Note Offering was conducted on August 18, 1994, for $64
          million (the "$64 Million Teeter Notes").  These notes were
          described in an Official Statement dated August 12, 1994.  These
          notes earned a variable interest rate reset monthly at 70% of
          one-month LIBOR not to exceed 12% per annum.  The $111 Million
          and $64 Million Teeter Notes matured, and were repaid, in part
          with proceeds from a June 30, 1995 Teeter bond offering.

               The Official Statements for the Teeter Note Offerings
          represented that the County planned to deposit certain delinquent
          tax payments, penalties, and interest collections in accounts
          pledged to repay the Teeter Notes and to then invest those funds
          in the Pools.  The Official Statements for the Teeter Note
          Offerings represented that the County anticipated that the funds
          in the repayment account would not be sufficient to pay the
          principal and interest on the Teeter Notes at maturity and that
          the County estimated that, at maturity of the Teeter Notes,
          approximately $70 million would be available in the repayment
          account to pay the principal and interest on the $175 million in
          Teeter Notes.  The Official Statements further represented that
          this anticipated deficiency in the repayment account would be
          satisfied from moneys received under Standby Note Purchase
          Agreements, which agreements obligated the Treasurer (as "fund
          manager" of the Pools) to purchase the Teeter Notes, and from
          other moneys lawfully available to the County for repayment from
          revenues received or attributable to the fiscal year in which the
          notes were issued.

               4.   The Leifers Role In The Note Offerings

                    Leifer Capital was the issuers marketing specialist
          for the Note Offerings.  In this capacity, the Leifers assisted
          the issuers in negotiating the interest rate on the Notes and the
          underwriters fees or discounts.  Leifer Capital, through Jeffrey
          Leifer and David Leifer, also participated with other
          participants in the Note Offerings in the preparation of the
          Official Statements for all of the Note Offerings and
          communicated with the other participants to ensure that the
          transactions remained on schedule.[3]

               5.   The Omissions

                    a.   The Pools Investment Strategy

                         The disclosure in the Official Statements for the Note
          Offerings regarding the Pools investment strategy was misleading
          because it failed to disclose material information, including:
          (1) the Pools investment strategy was predicated upon the
          assumption that prevailing interest rates would remain at
          relatively low levels; (2) the Pools use of leverage through
          reverse repurchase agreements was constant, high, and a major
          part of the Pools investment strategy; and (3) the Pools had a
          substantial investment in derivative securities, particularly
          inverse floaters.

                    b.   The Risks Of The Pools Investment Strategy

               The disclosure in the Official Statements regarding the
          risks of the Pools investment strategy was misleading because it
          omitted material information about the Pools sensitivity to
          rises in interest rates.  Specifically, the Official Statements
          failed to disclose that because of the Pools high degree of
          leverage and substantial investment in inverse floaters, rising
          interest rates would have a negative effect on the Pools,
          including:  (1) the Pools cost of obtaining funds under reverse
          repurchase agreements would increase; (2) the Pools interest
          income on the inverse floaters would decrease; (3) the Pools
          securities would decline in market value; (4) as the value of the
          securities fell, the Pools would be subject to collateral calls
          and reductions in amounts obtained under reverse repurchase
          agreements; (5) the Pools earnings would decrease; (6) the Pools
          would suffer losses of principal at certain interest rate levels;
          and (7) if the Pools began to suffer lower earnings or losses of
          principal, certain Participants could withdraw their invested
          funds, leaving the County and other Participants such as the
          Flood Control District who were required to deposit their funds
          with the Treasurer to absorb any losses.

                    c.   The Pools Investment Results

               The disclosure in the Official Statements regarding the
          Pools historic investment results was misleading because it
          omitted material information regarding the Pools investment
          results during the first half of 1994 when interest rates were
          rising.  Specifically, the Official Statements omitted to
          disclose that as a result of rising interest rates in 1994, the
          market value of the Pools securities was declining, the Pools
          were subject to collateral calls and reductions in amounts
          obtained under reverse repurchase agreements, and the Pools
          costs of obtaining funds under reverse repurchase agreements were
          increasing.

               6.   The Leifers Knowledge Of Or Access To Information
                    About The Pools And Their Participation In The Drafting
                    Of The Disclosure

               While assisting in the preparation of the Official
          Statements, the Leifers received, had access to, or could have
          sought to discover information concerning the Pools investment
          strategy, the risks of that strategy, and the Pools recent
          investment results.  The Leifers, however, did not adequately
          assure that this information about the Pools was disclosed in the
          Official Statements.

                    a.   March 1994 Meetings

               In late March 1994, Jeffrey Leifer, David Leifer and others
          participating in preparing the Official Statements for the Note
          Offerings met with the rating agencies and two potential
          institutional investors in New York City to discuss the upcoming
          Note Offerings.  During the meetings, the rating agencies and the
          potential investors questioned a County official about the Pools
          and the effect the recent rise in interest rates had had on the
          Pools.  The official responded that the Pools used leverage
          through reverse repurchase agreements and invested in derivative
          securities, including inverse floaters.  The official also stated
          that the County would continue to pursue a "buy and hold"
          investment strategy and that the Pools had liquidity to meet its
          needs.

                    b.   The Media Coverage Of the Pools

               From January 31 through June 30, 1994, articles appeared in
          the media regarding the Pools.  The articles reported that the
          Treasurer admitted that:  he used reverse repurchase agreements
          to leverage the Pools $7.5 billion in deposits to $19.5 billion
          in investments; 20% of the $19.5 billion portfolio was invested
          in derivative securities; his strategy was to borrow short-term
          and invest in medium-term securities; the value of the Pools
          portfolio had "been hit by rising interest rates"; and as a
          result of rising interest rates and the declining market value of
          the Pools securities, the County had recently experienced up to
          $300 million in collateral calls under reverse repurchase
          agreements.  These articles also reported that the Countys
          portfolio had suffered a decline in market value of "an estimated
          $1.2 billion" and that many believed that the investment strategy
          was too risky for public funds and exposed the Pools to very
          large losses.  Press coverage also noted that the rating agencies
          that reviewed and rated the Note Offerings did not have any major
          concerns about the Pools financial condition and investment
          strategy.  Jeffrey Leifer and David Leifer read at least one of
          the articles discussed above, and Jeffrey Leifer was aware of
          other articles published about the Pools.

                    c.   The Adoption Of, And Changes To, The Disclosure In
                         A Prior Offering

               As a result of the media coverage and the rating agencys
          questions regarding the Pools and in an effort to improve the
          issuers disclosure regarding the Pools, David Leifer obtained
          and reviewed a copy of the Official Statement for a 1993 taxable
          note offering conducted by another local government located in
          Southern California (the "Prior Offering").  The Official
          Statement for the Prior Offering contained disclosure regarding
          the issuers investment pool (the "Prior Pool").  The Leifers
          circulated the relevant portions of the Prior Offering to others
          participating in drafting and reviewing the Official Statements
          and recommended that it be used in the Note Offerings as a
          template for disclosure regarding the Pools.

               On June 17, 1994, the County, after discussion with David
          Leifer and with other professionals participating in drafting the
          Official Statements, including disclosure counsel and bond
          counsel, determined to revise the disclosure about the Pools to
          be similar to the Prior Pool disclosure.  Indeed, much of the
          disclosure in the Official Statements for the Note Offerings was
          copied directly from the Official Statement for the Prior
          Offering.  The County, however, in consultation with David Leifer
          and with others who participated in drafting the Official
          Statements, including disclosure counsel and bond counsel, made
          some critical changes to the disclosure in the Prior Offering for
          use in the Note Offerings.  The changes to the disclosure
          principally related to the Pools reverse repurchase position and
          derivative holdings.  The Leifers were aware of these changes and
          did not object to them.

               First, with respect to reverse repurchase agreements, both
          offerings stated that "[f]rom time to time" the pools engaged in
          reverse repurchase transactions.  The Prior Offering, however,
          disclosed that the Prior Pool had engaged in no reverse
          repurchase agreements as of the end of the prior quarter and that
          the maximum amount of the Prior Pools portfolio that could be
          pledged under reverse repurchase agreements was 25%.  In
          contrast, the Note Offerings only disclosed that "a significant
          portion" of the Pools securities were pledged under reverse
          repurchase agreements but did not disclose that the Pools were
          leveraged by about 274% and that the Pools investment strategy
          was based on such leverage.  Second, with respect to derivative
          investments, the Prior Offering specifically disclosed the dollar
          amount of derivative securities held by the pool and the
          structure of the derivatives.  In contrast, the Note Offering
          only disclosed the Pools investment in fixed and floating rate
          securities but did not specifically disclose the Pools dollar
          investment in inverse floaters.


          **FOOTNOTES**

          [3]:/ Other  participants  in  the  Note  Offerings  were  County
          officials,   bond   counsel   (retained   by   the  County),  the
          underwriter,  and disclosure counsel (retained by  the  Leifers).
          The Leifers were  not  financial  advisers to the Treasurer or to
          the Pools in connection with the Pools  investment  strategy  or
          investments or with the Countys decision to issue Taxable Notes.




               C. LEGAL DISCUSSION

               1.   The Leifers Violated Sections 17(a)(2) And (3) Of The
                    Securities Act In The Offer And Sale Of The Notes

               Sections 17(a)(2) and (3) of the Securities Act make it
          unlawful for any person, through the means or instruments of
          interstate commerce or the mails, in the offer or sale of any
          security:

               (2) to obtain money or property by means of any untrue
               statement of a material fact or any omission to state a
               material fact necessary in order to make the statements
               made, in light of the circumstances under which they were
               made, not misleading; or

               (3) to engage in any transaction, practice, or course of
               business which operates or would operate as a fraud or
               deceit upon the purchaser.

               Scienter is not required to prove violations of Sections
          17(a)(2) or (3) of the Securities Act.  Aaron v. SEC, 446 U.S.
          680, 697 (1980).  Violations of these sections may be established
          by showing negligence.  SEC v. Hughes Capital Corp., 124 F.3d
          449, 453-54 (3d Cir. 1997); SEC v. Steadman, 967 F.2d 636, 643
          n.5 (D.C. Cir. 1992).  Accordingly, the Leifers, through
          negligent conduct, violated Sections 17(a)(2) and (3) of the
          Securities Act in the offer and sale of the Notes.

                    a.   The Omissions Were Material

               Information about the Pools investment strategy, the risks
          of that strategy, and the Pools declining investment results was
          material to the Note investors.  Information is material if there
          is a substantial likelihood that a reasonable investor in making
          an investment decision would consider it as having significantly
          altered the total mix of information made available.  See Basic
          Inc. v. Levinson, 485 U.S. 224, 231-32 (1988); TSC Indus., Inc.
          v. Northway, Inc., 426 U.S. 438, 449 (1976).

               Accurate and complete disclosure about the Pools was
          material to investors because it affected the sources of
          repayment for the Notes.  In particular, in all of the Note
          Offerings, the funds pledged to repay the securities were
          invested in the Pools, and, in the two of Teeter Note Offerings,
          the Pools guaranteed repayment of the securities.

                    b.   The Leifers Should Have Known That The Official
                         Statements Were Materially Misleading

               The Leifers, as the marketing specialist to the issuers of
          the Note Offerings, participated in drafting the disclosure in
          the Official Statements that omitted material information about
          the Pools.  The Leifers also knew, had access to information from
          which they could have known, or reasonably should have known
          material information about the Pools.  From participating in
          drafting the Official Statements, the Leifers reasonably should
          have known that the Official Statements omitted to disclose
          material information that they knew or reasonably should have
          known about the Pools.

               2. Conclusion

               Accordingly, based on the foregoing, the Commission finds
          that the Leifers violated Sections 17(a)(2) and (3) of the
          Securities Act.

                                           I.

               The Leifers have submitted Offers of Settlement in which,
          without admitting or denying the findings herein, they consent to
          the Commissions entry of this Order, which:  (1) makes findings,
          as set forth above; and (2) orders the Leifers to cease and
          desist from committing or causing any violations and any future
          violations of Sections 17(a)(2) and (3) of the Securities Act.
          As set forth in the Offers of Settlement, the Leifers undertake
          to continue to cooperate with Commission staff in preparing for
          and presenting any civil litigation or administrative proceedings
          against others concerning the transaction that is the subject of
          this Order.

                                         V.

               In view of the foregoing, the Commission deems it
          appropriate to accept the Offers of Settlement submitted by the
          Leifers.  Accordingly, IT IS HEREBY ORDERED that, pursuant to
          Section 8A of the Securities Act, Leifer Capital, Jeffrey Leifer,
          and David Leifer shall, effective immediately, cease and desist
          from committing or causing any violation and any future violation
          of Sections 17(a)(2) and (3) of the Securities Act.

               By the Commission.



                                        Jonathan G. Katz
                                        Secretary