Robert W. Mills, Esq. (#062154)
Gilmur R. Murray, Esq. (#111856)
Derek G. Howard, Esq. (#118082)
Alex J. Luchenitser, Esq. (#177367) (appearing pro hac vice)
THE MILLS LAW FIRM
300 Drake's Landing, Suite 155
Greenbrae, California 94904
Telephone: (415) 464-4770

Attorneys for Plaintiff Dwight E. Wininger
On Behalf of Himself and All Others Similarly Situated


UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF CALIFORNIA



DWIGHT E. WININGER, On Behalf of Himself and
All Others Similarly Situated,

                  Plaintiff,

      v.

SI MANAGEMENT L.P., a Limited Partnership;
SYNTHETIC MANAGEMENT, G. P., a/k/a, SI
MANAGEMENT G. P., a General Partnership;
LEONARD CHILL; JON P. BECKMAN; W. WAYNE
FREED; RALPH KENNER; W. GARDNER
WRIGHT; CHILL INVESTMENTS, INC., a Delaware
corporation; BECKMAN INVESTMENTS, INC., a
Delaware corporation; FREED INVESTMENTS, INC.,
a Delaware corporation; KENNER INVESTMENTS,
INC., a Delaware corporation; and WRIGHT
INVESTMENTS, INC., a Delaware corporation,

                  Defendants.

____________________________________________
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 Case No.: C-97-1622 CW

Hearing date: to be decided on the
papers or to be set by the Court.

DECLARATION OF ALEX J.
LUCHENITSER, AND
PLAINTIFF'S EXHIBIT H, IN
SUPPORT OF PLAINTIFF'S
REPLY IN SUPPORT OF
MOTION TO APPOINT DWIGHT
E. WININGER LEAD PLAINTIFF
AND THE MILLS LAW FIRM AS
CLASS COUNSEL


I, ALEX J. LUCHENITSER, DECLARE:

I am an attorney with The Mills Law Firm, counsel of record for plaintiff Dwight E. Wininger. I am a member of the State Bar of California and have been admitted to practice pro hac vice before this court. If called upon, I could and would competently testify to the following:

1. In addition to representing plaintiff Wininger, The Mills Law Firm also represents 412 other limited partners in Synthetic Industries, L.P. The Mills Law Firm has entered into retainer agreements with each of these 412 limited partners.

2. There are approximately 1850 limited partners in Synthetic Industries, L.P., as admitted by the defendants in paragraph 4 of the Answer of All Defendants, dated June 26, 1997. Attached hereto as Exhibit H is a true and correct copy of the page of the Answer of All Defendants on which paragraph 4 appears.

3. 412 is approximately 22 percent of 1850.

I declare under penalty of perjury that the foregoing is true and correct and that this Declaration was executed on August 6, 1997 at Greenbrae, California.


          /s/
________________________________
Alex J. Luchenitser



11 Aug 1997