                 UNITED STATES OF AMERICA
                 BEFORE FEDERAL TRADE COMMISSION



                                        
                                        )
                                        )
     In the Matter of                   )
                                        )
SYNCRONYS SOFTCORP,                     )
     a corporation,                     )
                                        )
RAINER POERTNER,                        )                        
    individually and as an officer      ) 
    of the corporation,                 )         DOCKET NO.
                                        )         
DANIEL G. TAYLOR,                       )
     individually and as an officer     )
     of the corporation, and            )
                                        )
WENDELL BROWN,                          )
     individually and as an officer     )
     of the corporation.                )
                                        )



                            COMPLAINT

     The Federal Trade Commission, having reason to believe that
Syncronys Softcorp, a corporation, and Rainer Poertner, Daniel G.
Taylor, and Wendell Brown, individually and as officers of the
corporation ("respondents"), have violated the provisions of the
Federal Trade Commission Act, and it appearing to the Commission
that this proceeding is in the public interest, alleges:


1.   Respondent Syncronys Softcorp is a Nevada corporation with
its principal office or place of business at 3958 Ince Boulevard,
Culver City, California 90232.

2.   Respondent Rainer Poertner is an officer of the corporate
respondent.  Individually or in concert with others, he
formulates, directs, or controls the policies, acts, or practices
of the corporation, including the acts or practices alleged in
this complaint.  His principal office or place of business is the
same as that of Syncronys Softcorp.

3.   Respondent Daniel G. Taylor is an officer of the corporate
respondent.  Individually or in concert with others, he
formulates, directs, or controls the policies, acts, or practices
of the corporation, including the acts or practices alleged in
this complaint.  His principal office or place of business is the
same as that of Syncronys Softcorp.

4.   Respondent Wendell Brown is an officer of the corporate
respondent.  Individually or in concert with others, he
formulates, directs, or controls the policies, acts, or practices
of the corporation, including the acts or practices alleged in
this complaint.  His principal office or place of business is the
same as that of Syncronys Softcorp.

5.   Respondents have manufactured, advertised, labeled, offered
for sale, sold, and distributed to the public software products
intended to improve the performance of personal computers,
including "SoftRAM" and "SoftRAM95."

6.   The acts and practices of respondents alleged in this
complaint have been in or affecting commerce, as "commerce" is
defined in Section 4 of the Federal Trade Commission Act.

                            Background

7.   For a computer to work, it must "load" its own operating
instructions, the applications programs being used (such as word
processing, spreadsheet, and database programs), and the data
being worked on into its "random access memory," often referred
to as "RAM."  As computers' operating instructions and
applications programs have become more powerful, they generally
have become more "memory intensive," i.e, they have needed more
RAM to load and run properly.  This has been true of the
"Windows" operating systems manufactured by Microsoft, Inc. --
the predominant operating systems in personal computers -- and
for applications programs sold for use with them.

8.   When a computer has inadequate RAM for a user's demands, the
computer may operate sluggishly, refuse to run large or multiple
programs, or "crash," in effect shutting down catastrophically
with resultant loss of data.  Additional RAM, however, generally
can be purchased and installed in a computer in order to mitigate
or remedy these problems.  RAM is measured in "megabytes," often
abbreviated as "MB," and is purchased in the form of memory chips
that are inserted into the computer's processor.  Additional RAM
is relatively expensive, and personal computer users often spend
several hundred dollars to purchase and install additional RAM
adequate to their needs.

9.   In or about May 1995, respondents began marketing a software
product called "SoftRAM."  As is more fully described
subsequently, respondents promoted SoftRAM to users of the
Windows 3.0, 3.1, and 3.11 operating systems (collectively
"Windows 3.x") as a substantially less expensive, but
functionally identical, alternative to the purchase and
installation of additional RAM.  To date, respondents have sold
approximately 100,000 copies of SoftRAM for that purpose.

10.  In or about August 1995, Microsoft, Inc. introduced "Windows
95," a much publicized and awaited operating system said to
embody numerous and substantial improvements over Windows 3.x. 
At the time of its release, it was expected that there would be
an unparalleled demand for Windows 95, both as installed in new
computers and as "upgrades" to computers using Windows 3.x.  Both
before and after the introduction of Windows 95, considerable
notice was taken by prospective purchasers of the fact that
Windows 95 and applications sold for use with it would be
particularly "memory hungry," requiring at least eight megabytes
of RAM and preferably sixteen.  The great number of computer
users with only four or eight megabytes of RAM in their computers
were frequently cautioned that they could upgrade effectively to
Windows 95 only by acquiring additional RAM.

11.  As is more fully described subsequently, in or about August
1995, respondents began the promotion and sale of "SoftRAM95,"
bearing Microsoft's logo "Designed for Windows 95," to
prospective and actual Windows 95 users as a substantially less
expensive, but functionally identical, alternative to the
purchase and installation of additional RAM.  To date,
respondents have sold approximately 600,000 copies of SoftRAM95
for that purpose.

                             SoftRAM

12.  Since at least May 1995, respondents have disseminated or
have caused to be disseminated advertisements and product
packaging that make a variety of effectiveness claims for
SoftRAM.  Respondents' advertisements and product packaging
include, but are not necessarily limited to, the attached
Exhibit 1.  These advertisements and product packages contain the
following statements:

     A.   "Double Your Memory
          seamlessly with SoftRAM.  Eliminate the expense and
          hassle of opening your PC to install hard RAM." 
          (Emphasis in original; Exhibit 1).

     B.   "Imagine: 4MB becomes 8
          8 becomes 16 . . . You become doubly productive.  Open
          more applications simultaneously and say good-bye to
          [computer screen messages indicating error due to
          insufficient memory]."  (Emphasis in original;
          Exhibit 1).

     C.   "SoftRAM's Patented Technologies
          take your Windows memory and effectively double it. 
          And SoftRAM's unique RAM Analyst . . . pre-calculates
          the most efficient compression method for each RAM page
          of memory."   (Emphasis in original; Exhibit 1).

13.  Through the means described in Paragraph 12, respondents
have represented, expressly or by implication, that:

     A.   SoftRAM uses compression technology to double the RAM
          available to a computer using Windows 3.x;

     B.   SoftRAM produces the effect of doubling RAM in a
          computer using Windows 3.x, such that a computer with
          4MB of RAM will behave as though it had 8MB of RAM and
          a computer with 8MB of RAM will behave as though it had
          16MB of RAM;

     C.   Use of SoftRAM will permit a Windows 3.x user to open
          more applications simultaneously on a computer as
          though the amount of RAM in that computer had been
          doubled; and

     D.   Use of SoftRAM in a computer using Windows 3.x will
          substantially reduce or eliminate the occurrence of
          computer screen messages that indicate that the
          computer has insufficient memory to run the user's
          application(s).

14.  Through the means described in Paragraph 12, respondents
have represented, expressly or by implication, that they
possessed and relied upon a reasonable basis that substantiated
the representations set forth in Paragraph 13, at the time the
representations were made.  

15.  In truth and in fact, respondents did not possess and rely
upon a reasonable basis that substantiated the representations
set forth in Paragraph 13, at the time the representations were
made.  Therefore, the representation set forth in Paragraph 14
was, and is, false or misleading.

                            SoftRAM95

16.  Since at least August 1995, respondents have disseminated or
caused to be disseminated advertisements and product packaging
that make a variety of effectiveness claims for SoftRAM95. 
Respondents' advertisements and product packaging include, but
are not necessarily limited to, the attached Exhibits 2, 3, and
4.  These advertisements and product packages contain the
following statements and depictions:

     A.   "ANNOUNCING THE ONLY DISK THAT DOUBLES YOUR MEMORY FOR
          WINDOWS 95."  (Emphasis in original; Exhibit 2).

     B.   "Why risk the technical nightmare and expense of adding
          hard RAM?  Just click on SoftRAM95, the only software
          to instantly speed up Windows 95 and Windows 3.0 and
          higher."  (Exhibit 2).

     C.   "Doubling RAM doesn't have to be hard.  Install
          SoftRAM95 and instantly speed up Windows 95 and Windows
          3.0 and higher.  Run multimedia and RAM hungry
          applications.  Open more applications simultaneously." 
          (Emphasis in original; Exhibit 3).

     D.   "4MB becomes at least 8MB.  8MB becomes at least 16MB.
          . . . (In fact, you can get up to 5 times more
          memory.)" (Exhibit 3).

     E.   "Designed for Microsoft Windows 95 [depicting the
          Microsoft logo]."  (Exhibit 4).   

     F.   "Double Your Memory
          and expand your System Resources seamlessly with
          SoftRAM95.  Eliminate the expense and hassle of opening
          your PC to install HardRAM chips."  (Emphasis in
          original; Exhibit 4).
     
     G.   "Imagine: 4MB becomes 8MB
          8MB becomes 16MB . . . You become doubly productive." 
          (Emphasis in original; Exhibit 4).

     H.   "Say good-bye to 'Out-of-Memory' messages."  
          (Exhibit 4).

     I.   "SoftRAM95's Patent Pending
          RAM compression technology takes your Windows memory
          and at least doubles it.  In fact, SoftRAM95 now
          achieves RAM compression ratios of up to 5x and
          higher."  (Emphasis in original; Exhibit 4).
     
17.  Through the means described in Paragraph 16, respondents
have represented, expressly or by implication, that:

     A.   SoftRAM95 increases RAM in a computer using Windows 95
          to a greater extent than other software products;

     B.   SoftRAM95 uses compression technology to at least
          double the RAM available to a computer using Windows
          3.x or Windows 95, and achieves RAM compression ratios
          of up to five times and higher in such a computer;

     C.   SoftRAM95 produces the effect of at least doubling RAM
          in a computer using Windows 3.x or Windows 95, such
          that a computer with 4MB of RAM  will behave as though
          it had 8MB of RAM and a computer with 8MB of RAM will
          behave as though it had 16MB of RAM;

     D.   Use of SoftRAM95 in a computer will speed up
          Windows 3.x or Windows 95 as though the amount of RAM
          in that computer had been at least doubled;

     E.   Use of SoftRAM95 will permit a Windows 3.x or Windows 95
          user to run larger applications on a computer, and to
          open more applications simultaneously, as though the
          amount of RAM in that computer had been at least
          doubled;

     F.   Use of SoftRAM95 with Windows 3.x or Windows 95 will
          result in expanded systems resources on a computer and
          will substantially reduce or eliminate the occurrence
          of computer screen messages that indicate that the
          computer has insufficient memory to run the user's
          application(s); and

     G.   Microsoft, Inc. has licensed, endorsed, or otherwise
          approved SoftRAM95 for use with Windows 95.

18.  In truth and in fact,

     A.   SoftRAM95 does not increase RAM in a computer using
          Windows 95 to a greater extent than other software
          products;

     B.   SoftRAM95 does not use compression technology or at
          least double the RAM available to a computer using 
          Windows 95, nor does it achieve RAM compression ratios
          of up to five times and higher in a computer using
          Windows 95; in fact, SoftRAM95 does not increase the
          RAM available to a computer using Windows 95;

     C.   SoftRAM95 does not produce the effect of at least
          doubling RAM in a computer using Windows 95, such that
          a computer with 4MB of RAM  will behave as though it
          had 8MB of RAM and a computer with 8MB of RAM will
          behave as though it had 16MB of RAM; in fact, SoftRAM95
          does not produce the effect of increasing RAM in a
          computer using Windows 95;

     D.   Use of SoftRAM95 in a computer will not speed up 
          Windows 95 as though the amount of RAM in that computer
          had been at least doubled; in fact, use of SoftRAM95
          will not speed up Windows 95;

     E.   Use of SoftRAM95 will not permit a Windows 95 user to
          run larger applications on a computer, or to open more
          applications simultaneously, as though the amount of
          RAM in that computer had been at least doubled; in
          fact, use of SoftRAM95 will not permit a Windows 95
          user to run larger applications or to open more
          applications simultaneously;

     F.   Use of SoftRAM95 with Windows 95 will not result in
          expanded systems resources on a computer and will not
          substantially reduce or eliminate the occurrence of
          computer screen messages that indicate that the
          computer has insufficient memory to run the user's
          application(s); and

     G.   Microsoft, Inc. has not licensed, endorsed, or
          otherwise approved SoftRAM95 for use with Windows 95.

Therefore, the representations set forth in Paragraph 17, to the
extent applicable to Windows 95, were, and are, false or
misleading.  

19.  Through the means described in Paragraph 16, respondents
have represented, expressly or by implication, that they
possessed and relied upon a reasonable basis that substantiated
the representations set forth in Paragraph 17, subparagraphs A
through F, at the time the representations were made.

20.  In truth and in fact, respondents did not possess and rely
upon a reasonable basis that substantiated the representations
set forth in Paragraph 17, subparagraphs A through F, at the time
the representations were made.  Therefore, the representation set
forth in Paragraph 19 was, and is, false or misleading.

21.  The acts and practices of respondents as alleged in this
complaint constitute unfair or deceptive acts or practices in or
affecting commerce in violation of Section 5(a) of the Federal
Trade Commission Act.

     THEREFORE, the Federal Trade Commission this     day of      
   ,    , has issued this complaint against respondents.


     By the Commission.


                                   Donald S. Clark
                                   Secretary


SEAL:

