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         UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Litigation Release No. 14945 / June 11, 1996

SECURITIES AND EXCHANGE COMMISSION v. MICHAEL CUNNINGHAM, KEVIN
P. CHAPMAN, ARTHUR TAYLOR and ROBERT URBINE
(CIV94-2001 PHX EHC)

     The Securities and Exchange Commission ("Commission")
announced the following judgments against defendants Michael
Cunningham ("Cunningham"), Kevin P. Chapman ("Chapman"), Arthur
Taylor ("Taylor") and Robert Urbine ("Urbine"), former officers
and/or directors of Pantheon Industries, Inc. ("Pantheon"):

     With regard to Cunningham, on September 21, 1995, the United
States District Court for the District of Arizona (the "Court")
entered a Final Judgment of Permanent Injunction, Civil Penalties
and Other Relief by Default Against Defendant Michael Cunningham,
assessing penalties against Cunningham of $50,000.  Cunningham's
whereabouts are unknown and the judgment remains outstanding.

     With regard to Chapman, on March 11, 1996, the Court entered
a Final Judgment of Permanent Injunction, Civil Penalties and
Other Relief by Default Against Defendant Kevin P. Chapman,
assessing penalties against Chapman of $50,000.  Chapman's
whereabouts are unknown, other than he purportedly resides in
Great Britain, and the judgment remains outstanding.

     With regard to Taylor, on November 13, 1995, the Court
issued a Final Judgment Against Arthur Taylor, assessing
penalties against Taylor in the amount of $25,000.  Taylor is now
in the process of paying the penalty in installments.

     With regard to Urbine, on March 11, 1996, the Court made
final a January 26, 1995 Order of Permanent Injunction Against
Defendant Robert Urbine, to which Urbine had previously consented
and which resolved all remaining claims against Urbine.  

     The Complaint for Permanent Injunction and Civil Penalties,
which the Commission filed on September 29, 1994, charged each of
the above defendants with violations of Sections 10(b), 13(a) and
13(b)(2) of the Securities Exchange Act of 1934 and Rules 10b-5,
12b-20, 13a-1, 13a-13 and 13b2-1 thereunder.  The defendants were
charged with various roles reporting forged bank notes as assets
of Pantheon.  With the Final Judgments against Cunningham,
Chapman and Taylor, and the Order for Permanent Injunction
against Urbine, the Commission has obtained all sought after
relief in this matter.