==========================================START OF PAGE 1======

         UNITED STATES SECURITIES AND EXCHANGE COMMISSION


Litigation Release No. 15066 / September 24, 1996

Accounting and Auditing Enforcement
Release No. 822 / September 24, 1996

Securities and Exchange Commission v. Robert McClernon, et al.,
USDC, S.D. Fla., Civil Action No. 95-6702-CIV-GONZALEZ

     The Securities and Exchange Commission announced that on
August 29, 1996, the Honorable Jose A. Gonzalez, Jr., United
States District Judge for the Southern District of Florida,
entered a Final Judgment of Permanent Injunction and Other Relief
("Final Judgment") against Robert McClernon ("McClernon") of
Pembroke Pines, Florida.  McClernon, without admitting or denying
the allegations of the Commission's Complaint, consented to the
entry of this Final Judgment.  McClernon was the controller of
Keith Group of Companies, Inc. ("Keith Group"), whose common
stock is registered pursuant to Section 12(g) of the Securities
Exchange Act of 1934 ("Exchange Act").

     The Final Judgment restrains and enjoins McClernon from
violating, directly or indirectly, Sections 10(b) and 13(b)(5) of
the Exchange Act and Rules 10b-5 and 13b2-1, thereunder.  In
addition, the Final Judgment orders McClernon to pay a $5,000
civil money penalty.

     The Commission's Complaint, filed July 24, 1995, alleges
that between February 1991 and May 1992, McClernon, in connection
with the offer, purchase and sale of securities, violated the
antifraud and books and records provisions of the federal
securities laws.  In particular, the Complaint alleged that
McClernon recorded fictitious gains from fraudulent real estate
sales and fraudulent management fee income in Keith Group's books
and records, and that he knew or was reckless in not knowing that
the real estate sales were not recorded in conformity with
generally accepted accounting principles.