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         UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Litigation Release No. 14648 / September 21, 1995       
Securities and Exchange Commission v. Martyn I. Gefsky and Murray
Ufberg (M.D. Pa., Civil Action No. 95-CV-1593)

     The Securities and Exchange Commission ("Commission")
announced the filing of a Complaint for Permanent Injunction and
Other Equitable Relief ("Complaint") on  September 21, 1995, in
the United States District Court for the Middle District of
Pennsylvania against Martyn I. Gefsky ("Gefsky") and Murray
Ufberg ("Ufberg").  The Complaint alleges that Gefsky and Ufberg
violated Section 10(b) of the Securities Exchange Act of 1934
("Exchange Act") and Rule 10b-5 thereunder through illegal
insider trading activities.  The Complaint seeks permanent
injunctive relief, disgorgement of all profits, together with
prejudgment interest thereon, and the imposition of civil
penalties against the defendants. 

     The Complaint alleges that Gefsky purchased 2,000 shares of
the common stock of Franklin First Financial Corporation ("FFFC")
while in possession of material non-public information related to
substantive merger negotiations which ultimately led to a merger
agreement between FFFC and ONBANCorp, Inc. ("ONBK").  Gefsky
bought FFFC stock on November 11, 1992, prior to FFFC's two
significant merger-related announcements in November 1992: 
FFFC's November 11, 1992 announcement that it was involved in
preliminary merger negotiations, and its November 17, 1992
announcement that it had entered into a definitive merger
agreement with ONBK.  The Complaint alleges that, throughout the
period of merger negotiations, Ufberg was FFFC's outside legal
counsel.  Ufberg was involved in the merger discussions, and
participated in meetings where material non-public information
regarding the progress of merger negotiations was discussed.  The
Complaint further alleges that sometime during the month
preceding FFFC's November 11th announcement, Ufberg, in breach of
a fiduciary duty owed to FFFC's shareholders, disclosed to his
close friend, Gefsky, material non-public information concerning
the status of FFFC's merger negotiations.  On November 23, 1992,
Gefsky sold the 2,000 shares of FFFC stock, realizing a profit of
$7,000.

     Simultaneously with the filing of the Commission's
Complaint, Gefsky and Ufberg consented, without admitting or
denying the allegations of the Complaint, to the entry of a Final
Judgment and Order: permanently enjoining Gefsky and Ufberg from
future violations of Section 10(b) of the Exchange Act and Rule
10b-5 thereunder; ordering Gefsky to pay disgorgement in the
amount of $7,000, plus prejudgment interest thereon in the amount
of $1,604, and a civil penalty of $7,000; and ordering Ufberg to
pay a civil penalty of $7,000. 
 
     The Commission acknowledges the assistance of the National
Association of Securities Dealers, Inc. in this matter.