UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION SECURITIES EXCHANGE ACT OF 1934 RELEASE NO. 40461 / September 23, 1998 ACCOUNTING AND AUDITING ENFORCEMENT RELEASE NO. 1078 / September 23, 1998 ADMINISTRATIVE PROCEEDING FILE NO. 3-8344 _____________________________ : In the Matter of :ORDER GRANTING APPLICATION :FOR REINSTATEMENT TO PRACTICE Daniel L. Gotthilf, C.P.A. :AS AN ACCOUNTANT BEFORE THE :THE COMMISSION _____________________________: On April 24, 1994, Daniel L. Gotthilf ("Gotthilf"), a certified public accountant, was suspended by the Commission from practicing as an accountant before the Commission as a result of an agreement reached with Gotthilf in settlement of public administrative proceedings instituted by the Commission against Gotthilf pursuant to Rule 2(e) of the Commission's Rules of Practice.[1] This order is issued in response to his application for reinstatement to practice before the Commission.[2] Gotthilf signed and issued an unqualified audit report on the fiscal year 1988 financial statements of Corporate Capital Resources, Inc. ("CCR"), a Business Development Company registered under the Investment Company Act of 1940. CCR overstated the value of its restricted securities holdings by at least 58% in its fiscal year 1988 financial statements. The Company had improperly valued certain restricted securities and did not even own shares in one of the investee companies that it claimed as assets. Gotthilf, according to the Rule 2(e) order, failed to conduct the audit of CCR "in accordance with generally accepted auditing standards" because he lacked adequate technical training and proficiency as an auditor, failed to exercise due professional care in the performance of his audit, and failed to conform to the standards of field work by failing to adequately plan the audit, failing to obtain sufficient competent evidential matter to support his audit of the financial statements of CCR and failing to conform to the standards of reporting in issuing his report on CCR's financial statements. CCR's materially misleading financial statements and Gotthilf's audit report thereon were contained in the Company's Form 10-K filed with the Commission and were used to sell securities to the public. CCR and certain principles of CCR consented to injunctions in connection with this scheme. In addition, two directors of CCR settled administrative proceedings instituted against them for abdicating their responsibilities to act in good faith in valuing CCR's portfolio. Gotthilf consented to the settlement of Rule 2(e) proceedings and to a suspension from practice as an accountant before the Commission, with the right to apply for reinstatement after two and a half years upon meeting certain specified conditions. Gotthilf has applied for reinstatement to practice before the Commission. Gotthilf has demonstrated that: 1)The firm with which Gotthilf is associated is a member of the SEC Practice Section of the AICPA's Division for CPA Firms; and 2)The firm has received an unqualified report relating to its most recent peer review conducted in accordance with the guidelines adopted by the SEC Practice Section. Gotthilf has represented that he plans to practice before the Commission as an independent accountant and has undertaken to retain his membership in the AICPA SEC Practice Section and comply with its requirements as long as he practices before the Commission. Gotthilf has further undertaken that should he engage in practice before the Commission as a preparer or reviewer of financial statements required to be filed with the Commission, he will have his work reviewed by the independent audit committee of the company or in some other manner acceptable to the staff of the Commission. On the basis of information supplied by Gotthilf, it appearing that Gotthilf has complied with the terms of his suspension from practice before the Commission, that no information has come to the attention of the Commission relating to his character, integrity, professional conduct or qualifications to practice before the Commission that would be a basis for adverse action against Gotthilf pursuant to Rule 102(e) of the Commission's Rules of Practice, and that Mr. Gotthilf's offer to condition his reinstatement is fair and in the public interest, it is accordingly, ORDERED pursuant to Rule 102(e)(5)(i) of the Commission's Rules of Practice that Daniel L. Gotthilf is reinstated to appear and practice before the Commission as an accountant subject to the undertakings set forth above. By the Commission. Jonathan G. Katz Secretary **FOOTNOTES** [1]:The institution of public administrative proceedings and the settlement and suspension of Gotthilf were announced in AAER 551. [2]:Rule 2(e) has been recodified in its entirety as Rule 102(e). Rule 102(e)(5)(i) provides: An application for reinstatement of a person permanently suspended or disqualified under paragraph (e)(1) or (e)(3) of this section may be made at any time, and the applicant may, in the Commission's discretion, be afforded a hearing; however, the suspension or disqualification shall continue unless and until the applicant has been reinstated by the Commission for good cause shown. 17 C.F.R.  201.102(e)(5)(i).