UNITED STATES OF AMERICA
                                     before the
                         SECURITIES AND EXCHANGE COMMISSION

          Securities Act of 1933
          Release No.  7673 / April 29, 1999

          Securities Exchange Act of 1934
          Release No. 41345 / April 29, 1999

          Administrative Proceeding File No. 3-9884

          PUBLIC ADMINISTRATIVE AND CEASE-AND-DESIST PROCEEDINGS INSTITUTED
          AGAINST PRYOR, McCLENDON, COUNTS & COMPANY, INC., RAYMOND J.
          McCLENDON, ALLEN W. COUNTS, AND THERESA A. STANFORD

               The Securities and Exchange Commission today instituted
          administrative and cease-and-desist proceedings against Pryor,
          McClendon, Counts & Company, Inc. (PMC), a registered broker-
          dealer, former PMC principal Raymond J. McClendon, and the former
          investment officer for the City of Atlanta, Georgia, Theresa A.
          Stanford, for violating the antifraud provisions of the federal
          securities laws in connection with business PMC did with the City
          of Atlanta.  The instituted proceedings also charge PMC and a
          current PMC principal, Allen W. Counts, with violating antifraud
          provisions of the federal securities laws and Municipal
          Securities Rulemaking Board (MSRB) Rule G-37 in connection with
          campaign contributions to New York City officials.

               The order instituting proceedings alleges that Stanford,
          McClendon, and PMC violated the antifraud provisions of the
          federal securities laws as follows:  From at least March 1992
          through April 1994, Stanford used her authority as the City of
          Atlanta’s investment officer to steer to PMC approximately $9.8
          billion in purchases and sales by the City of zero-coupon
          securities issued by the United States Treasury, which are
          referred to as "Separate Trading of Registered Interest and
          Principal Securities" or STRIPS.  The City’s STRIPS transactions
          with PMC accounted for more than 90 percent of the City’s STRIPS
          transactions during that period.  Stanford virtually eliminated
          PMC’s competition for the STRIPS business by concealing the
          City’s STRIPS holdings from other broker-dealers.  In that
          period, Stanford, McClendon, and PMC also caused the City to turn
          over the STRIPS portion of its securities portfolio more than
          eight times, and PMC received approximately $15.3 million in
          compensation from that activity.  Throughout this period, PMC and
          Stanford’s husband maintained a financial and business
          relationship that was not disclosed to the City.  That
          relationship included a $30,000 payment that PMC made to
          Stanford’s husband through a conduit, more than $286,000 in
          professional fees paid by PMC to a firm owned by Stanford’s
          husband, and other valuable gifts.

               In addition to the STRIPS trading scheme, the order alleges
          that McClendon and PMC violated the books and records provisions
          of the federal securities laws and the MSRB’s fair dealing rule
          by making $135,000 in payments, between December 1992 and August
          1993, to a City of Atlanta official through a conduit.

               The order also alleges that Counts and PMC violated federal
          securities laws and/or MSRB rules by making three campaign
          contributions and one payment to state and local public officials
          in New York.  The order alleges the following:  In 1994 and 1997,
          Counts and PMC made campaign contributions through conduits to
          two New York City officials.  In the two-year periods following
          each of those contributions, in violation of MSRB Rule G-37, PMC
          participated as an underwriter for New York City negotiated bond
          offerings.  In addition, one month after the 1994 contribution,
          in response to a request for proposals to underwrite New York
          City bonds, Counts and PMC made material misrepresentations and
          omissions about the 1994 contribution in violation of antifraud
          provisions of the federal securities laws.  Counts and PMC also
          violated the federal securities laws and MSRB rules by failing to
          keep accurate books and records in connection with the 1994 and
          1997 campaign contributions, as well as two other payments made
          through a conduit.  One of the two payments was a campaign
          contribution to a candidate for New York state office before the
          passage of Rule G-37, and the other payment was to a New York
          state official.

               This proceeding has been instituted pursuant to Section 8A
          of the Securities Act of 1933 and Sections 15(b)(4), 15(b)(6),
          19(h)(3), and 21C of the Securities Exchange Act of 1934.  A
          hearing will be held before an Administrative Law Judge to
          determine whether the allegations are true, and if so, to
          determine what remedies and sanctions are appropriate and in the
          public interest.