UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION SECURITIES EXCHANGE ACT OF 1934 Release No. 39807 / March 26, 1998 ADMINISTRATIVE PROCEEDING File No. 3-9569 :ORDER INSTITUTING PUBLIC In the Matter of :PROCEEDINGS PURSUANT TO :SECTIONS 15(b)(6) AND 19(h) OF THE JERRY G. ALLISON, :SECURITIES EXCHANGE ACT OF :1934, MAKING FINDINGS, AND Respondent. :IMPOSING SANCTIONS : I. The Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest to institute administrative proceedings against Jerry G. Allison ("Respondent") pursuant to Sections 15(b)(6) and 19(h) of the Securities Exchange Act of 1934 ("Exchange Act"). In anticipation of the institution of this proceeding, Respondent has submitted an Offer of Settlement, which the Commission has determined to accept. Solely for the purpose of this proceeding and any other proceeding brought by or on behalf of the Commission or to which the Commission is a party, and without admitting or denying the Commission's findings contained herein, except the Commission's finding that a Final Judgment of Permanent Injunction has been entered against him as set forth in Section III., which is admitted, Respondent consents to the entry of findings and the imposition of the remedial sanctions set forth below. II. The Commission finds the following:[1] A.Beginning in at least 1992 and continuing until September 1995, Respondent owned and operated Qualified Pensions, Inc. ("QPI"), an entity that held itself out to the public as a custodian of self-directed retirement accounts, including individual retirement accounts ("IRA") and other retirement savings plans. During that period, QPI, under Allison's direction and control, received millions of dollars of retirement savings from its customers and executed transactions in securities for its customers' accounts. Neither QPI nor Allison were, at any time, registered with the Commission as brokers or dealers. Moreover, during the same period, Allison and QPI misappropriated millions of dollars in retirement savings that had been entrusted to QPI by its customers to be maintained in retirement accounts. B.On September 13, 1995, the Commission filed a Complaint against Allison and others in SEC v. Qualified Pensions, Inc., et al., Civil Action No. 95-1746 (LFO) (D.D.C.). On June 17, 1997, the United States District Court for the District of Columbia entered a Final Judgment of Permanent Injunction by Default, permanently enjoining Respondent from violating Section 17(a) of the Securities Act of 1933 and Sections 10(b), 15(a), and 15(c) of the Exchange Act and Rule 10b-5 thereunder. III. FINDINGS Based on the foregoing, the Commission finds that Respondent was permanently enjoined from violations of certain provisions of the federal securities laws. IV. OFFER OF SETTLEMENT Respondent has submitted an Offer of Settlement to the Commission in which, prior to a hearing pursuant to the Commission's Rules of Practice, 17 C.F.R.  201.1 et seq., and without admitting or denying any of the above, except that he admits the jurisdiction of the Commission with respect to the matters set forth herein and the entry of the injunction, he consents to the issuance of this Order barring him from association with any broker, dealer, investment company, investment adviser, or municipal securities dealer. The Commission deems it appropriate and in the public interest to accept Respondent's Offer of Settlement. **FOOTNOTES** [1]:The findings herein are made pursuant to Respondent's Offer of Settlement and are not binding on any other person or entity named as a respondent or otherwise in this or any other proceeding. V. ORDER Accordingly, IT IS HEREBY ORDERED, that Respondent is barred from association with any broker, dealer, investment company, investment adviser, or municipal securities dealer. By the Commission. Jonathan G. Katz Secretary