UNITED STATES SECURITIES AND EXCHANGE COMMISSION

             Securities Exchange Act of 1934
             Release No. 40376 / August 27, 1998

             Administrative Proceeding File No. 3-9688

             ADMINISTRATIVE AND CEASE-AND-DESIST PROCEEDINGS  INSTITUTED
             AGAINST WHEAT, FIRST SECURITIES INC. f/k/a  FIRST UNION
             CAPITAL MARKETS CORPORATION

             On   August  27,  1998,  the  Commission  instituted  public
             administrative   and  cease-and-desist  proceedings  against
             Wheat,  First Securities  Inc.  f/k/a  First  Union  Capital
             Markets Corporation ("First Union"), a Charlotte, N.C.-based
             broker-dealer.   The  Order  Instituting  Administrative and
             Cease-And-Desist  Proceedings  Pursuant  to Sections  15(b),
             15B(c), 19(h) and 21C of the Securities Exchange Act of 1934
             ("Exchange  Act")  alleges  that  First Union  committed  or
             caused violations of Section 15B(c)(1)  of the Exchange Act,
             and Rule G-17 of the Municipal Securities  Rulemaking  Board
             in  connection  with  the  offer,  sale  and/or  purchase of
             municipal bonds.

             Specifically, the Order alleges that in June 1993, First
             Union, by and through the assistant vice-president and
             manager of First Union's public finance operations in Miami,
             Florida ("public finance manager") entered into a two-year
             contract with Broward County to act as financial advisor to
             Broward County in connection with the offer and sale of
             certain municipal refunding bonds ("financial advisor
             contract").   The Order alleges that under the terms of the
             financial advisor contract, First Union warranted "that it
             had not employed or retained any company or person, other
             than a bona fide employee working solely for [First Union],
             to solicit or secure this Agreement, and that they have not
             paid or agreed to pay any person, company, corporation,
             individual or firm, other than a bona fide employee working
             solely for [First Union], any fee, commission, percentage,
             gift, or other consideration contingent upon or resulting
             from the award or making of this Agreement."  The Order also
             alleges that pursuant to Florida statute, First Union was
             required to disclose to Broward county "[a]ny fee, bonus, or
             gratuity paid . . . in connection with the bond issue, to
             any person not regularly employed or engaged . . ." by First
             Union within 90 days after the delivery of the bonds.

             According to the Order,  First Union, through its public
             finance manager, retained an outside consultant and lobbyist
             ("the lobbyist") to, among other things, secure the
             financial advisor contract.  First Union is also alleged to
             have agreed to pay the lobbyist a contingency fee based upon
             the business the lobbyist generated for First Union in
             connection with the financial advisor contract and remitted
             a percentage of its earnings under the contract to the
             lobbyist between December 1993 and October 1994. The Order
             states the First Union's warranty to Broward County in the
             financial advisor contract was therefore false and that
             First Union failed to disclose to the county its agreement
             with the lobbyist and the payments made to him.  The Order
             further alleges that  as a result of these
             misrepresentations and omissions, First Union was able to
             act as financial advisor to Broward County on three bond
             refundings for which it was compensated approximately
             $175,653.

             A  hearing  will  be  scheduled  to  determine  whether  the
             allegations  against  First  Union are true, and if so, what
             sanctions, if any, are appropriate  in  the  public interest
             against it.