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             U.S. SECURITIES AND EXCHANGE COMMISSION


Litigation Release No. 15171 / December 2, 1996

SECURITIES AND EXCHANGE COMMISSION v. BRETT L. BOUCHY and RICHARD
C. WHELAN, Civil Action No. 96-2629 PHX (RGS)(D. Ariz.)

     The Securities and Exchange Commission filed a Complaint on
December 2, 1996 against Brett L. Bouchy and Richard C. Whelan,
former registered representatives and co-owners of now-defunct
Franklin-Lord, Inc.  In its Complaint, filed in the United States
District Court for the District of Arizona, the Commission
alleges that Bouchy and Whelan engaged in a variety of fraudulent
schemes in connection with the offer and sale of securities. 
Specifically, the Complaint alleges that from December 1990
through August 1991, while employed as registered representatives
at now-defunct First American Biltmore Securities, Inc., Bouchy
and Whelan:  (1) received undisclosed compensation for their
recommendations of the common stock of Supermail International,
Inc. to their clients; (2) misappropriated funds from one of
their clients; (3) fraudulently sold this same client certain
other securities without disclosing that they owned these
securities personally and that they would earn approximately 200
percent in profits from this transaction; and (4) utilized
nominee accounts to personally profit from, and cause the false
closing of, a public offering of securities underwritten by First
American Biltmore.

     The Complaint further alleges that in September 1992, Bouchy
and Whelan, who owned and controlled Franklin-Lord, failed to
disclose the following material facts in connection with the
initial public offering ("IPO") and aftermarket trading of the
securities of 2 Bi 2, Inc.:  (1) that IPO units would be placed
in a nominee account; and (2) that Franklin-Lord would restrict
retail sales of 2 Bi 2 securities by instituting a no net-sale
policy.  The Complaint also alleges that Franklin-Lord solicited
aftermarket orders during the 2 Bi 2 distribution.

     The Complaint seeks permanent injunctions from future
violations of the antifraud provisions of the federal securities
laws, disgorgement, with prejudgment interest, of all profits
derived from their fraudulent activities, and civil penalties
against Bouchy and Whelan for their violations of Section 17(a)
of the Securities Act of 1933, Section 10(b) of the Securities
Exchange Act of 1934, and Rules 10b-5, 10b-6 and 10b-9
thereunder.