SECURITIES EXCHANGE ACT OF 1934
             RELEASE NO. 40819/December 22, 1998

             ACCOUNTING AND AUDITING ENFORCEMENT
             RELEASE NO. 1090/December 22, 1998

             ADMINISTRATIVE PROCEEDING FILE NO. 3-9793

                  The Commission announced today that it instituted
             public administrative and cease-and-desist proceedings
             against Jean-Paul Bolduc, Brian J. Smith, CPA (Smith),
             Richard N. Sukenik, CPA (Sukenik), Philip J. Ryan III,
             (Ryan), Constantine L. Hampers, A. Miles Nogelo, and Robert
             W. Armstrong III, CPA (Armstrong).  The Order Instituting
             Proceedings (Order) alleges that all respondents except Ryan
             committed or caused violations of the antifraud, reporting,
             and books and records provisions of the Securities Exchange
             Act of 1934 (Exchange Act).  The Order alleges that Ryan
             caused violations of the books and records and reporting
             provisions of the Exchange Act.  In addition, the Commission
             instituted proceedings under Rule 102(e) based upon staff
             allegations that Smith, Sukenik and Armstrong willfully
             violated the antifraud and books and records provisions of
             the Exchange Act and engaged in improper professional
             conduct.

                  All of the allegations in the Order arise out of events
             that occurred while the respondents worked at W.R. Grace &
             Co. (Grace) in Boca Raton, Florida and/or its subsidiary,
             National Medical Care, Inc. (NMC) in Waltham, Massachusetts.
             The Order alleges that Grace, through the respondents,
             falsely reported to the Commission and the investing public
             results of operations for Grace and its Health Care Group
             segment for fiscal years 1991 through 1995.  The Order
             alleges that, from 1991 through 1995, Grace deferred
             reporting income earned by NMC, the primary component of the
             Health Care Group primarily to smooth the earnings of the
             Health Care Group.  According to the Order, Grace deferred
             reporting income by increasing or establishing reserves not
             in conformity with generally accepted accounting principles,
             and used the reserves to manipulate its reported quarterly
             and annual earnings of the Health Care Group.

                  The Order alleges that these excess reserves were
             primarily used for profit planning purposes, i.e., to bring
             the Health Care Group's quarterly reported results of
             operations in line with Grace's targets for the Health Care
             Group.  The Order further alleges that Grace also released
             some of the excess reserves to increase Grace's earnings per
             share.  According to the Order, when Grace reversed the
             excess reserves from its reported financial statements in
             the fourth quarter of 1995, it improperly netted the excess
             reserves with other charges and adjustments and misleadingly
             described the reversal as "a change in accounting estimate."
             Specifically, the staff alleges that Bolduc, Smith, Sukenik,
             Hampers, Nogelo, and Armstrong violated Sections 10(b),
             13(a), 13(b)(2) and 13(b)(5) of the Exchange Act and Rules
             10b-5, 12b-20, 13a-1, 13a-13 and 13b2-1 thereunder.  Ryan is
             alleged to have caused violations of Sections 13(a) and
             13(b)(2) of the Exchange Act and Rules 12b-20, 13a-1, 13a-
             13, and 13b2-1.

                  A hearing will be scheduled to determine whether the
             allegations are true, and if so, what sanctions, if any, are
             appropriate.