UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

Securities Exchange Act of 1934
Release No. 50861 / December 15, 2004

Accounting And Auditing Enforcement
Release No. 2151 / December 15, 2004

Admin. Proc. File No. 3-11377

Notice is hereby given, pursuant to Rule 1103 of the Securities and Exchange Commission's ("Commission") Rules on Fair Fund and Disgorgement Plans, 17 C.F.R. §201.1103, that the Division of Enforcement has filed with the Commission its proposed plan ("Distribution Plan") for the distribution of monies placed into a Fair Fund, pursuant to Section 308 of the Sarbanes-Oxley Act of 2002, in In the Matter of Grant Thornton LLP et al. The Commission issued an Order Making Finding and Imposing Remedial Sanctions in this matter on August 5, 2004 (Rel. 34-50148).

OPPORTUNITY FOR COMMENT

Pursuant to this Notice, all interested parties are advised that the Distribution Plan may be obtained by submitting a written request to Peter Chan, United States Securities and Exchange Commission, 175 West Jackson Boulevard, Suite 900, Chicago, IL 60604. Further, all persons desiring to comment on the Distribution Plan may submit their views, in writing, no later than thirty (30) days after the publication of this Notice to the Office of the Secretary, United States Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549-0609.

THE DISTRIBUTION PLAN

The Distribution Plan provides for distribution of the disgorgement, prejudgment interest and penalties paid by Grant Thornton LLP ("Grant Thornton") and Doeren Mayhew & Co. P.C. ("Doeren Mayhew") in this matter (the "Distribution Fund") to the holders ("claimants") as of January 22, 1999 of MCA's 11% subordinated debentures, Series 1997, due June 1, 2003 ("Series 1997 debentures"). The Distribution Fund consists of the $59,749.41 in disgorgement and prejudgment interest and $1.5 million in penalties paid by Grant Thornton in this matter and the $115,126.86 in disgorgement and prejudgment interest paid by Doeren Mayhew in this matter. Each claimant shall receive a pro rata share of the Distribution Fund after payment of a plan administrator's reasonable fees and reimbursement of a plan administrator's reasonable costs and expenses. Claimants shall be those individuals and entities who invested in MCA's 11% subordinated debentures, Series 1997, due June 1, 2003, or their lawful successors, except for individuals who were employed by MCA. A claimant's pro rata share will be computed by calculating the amount invested by the claimant in MCA's 11% subordinated debentures, Series 1997, due June 1, 2003 as a percentage of the total amount invested in MCA's 11% subordinated debentures, Series 1997, due June 1, 2003.

For the Commission, by its Secretary, pursuant to delegated authority.

http://www.sec.gov/litigation/admin/34-50861.htm