UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION Securities Exchange Act of 1934 Release No. 38696 / May 30, 1997 Administrative Proceeding File No. 3-9323 ______________________________ : ORDER INSTITUTING PROCEEDINGS In the Matter of : PURSUANT TO SECTION 15(b)(6) : OF THE SECURITIES EXCHANGE ACT CHRISTOPHER D. JENNINGS : OF 1934, MAKING FINDINGS AND : IMPOSING REMEDIAL SANCTIONS ______________________________: I. The Securities and Exchange Commission (the "Commission") deems it appropriate and in the public interest that proceedings be instituted pursuant to Section 15(b)(6) of the Securities Exchange Act of 1934 (the "Exchange Act") with respect to Christopher D. Jennings ("Jennings"). II. Jennings has submitted an Offer of Settlement (the "Offer") which the Commission has determined to accept. Solely for the purposes of these proceedings and any other proceedings brought by or on behalf of the Commission or in which the Commission is a party, and without admitting or denying the findings contained in this Order, except as to jurisdiction which Jennings admits, Jennings consents to the entry of this Order by the Commission. III. On the basis of this Order and Jennings' Offer, the Commission makes the following findings:<(1)> A. During 1992, Jennings was a registered representative associated with Securities America, Inc., a broker-dealer registered with the Commission. Jennings worked from an office in Tulsa, Oklahoma. B. In February or early March 1992, Jennings participated in a conversation with a promoter concerning sales of the common stock of United <(1)> The findings herein are made pursuant to Jennings' Offer and are not binding on any other person or entity in any proceeding. Payphone Services, Inc. ("UPAY").<(2)> The promoter, on behalf of a large UPAY shareholder which was affiliated with UPAY management, offered to pay Jennings additional compensation for sales to their clients of UPAY stock. During March through May 1992, Jennings solicited some of his customers to purchase the common stock of UPAY and sold over 33,000 shares of UPAY common stock to his customers. He received $7,897 in additional compensation from the promoter as a result of these solicitations and sales of UPAY. Jennings failed to disclose to his customers, or the firm with which he was associated, that he had arranged to receive and received $7,897 in additional compensation from the promoter for sales to his customers of UPAY. C. Section 17(a) of the Securities Act of 1933 (the "Securities Act") and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder prohibit, in the offer, purchase or sale of securities, by the use of the means and instruments of transportation and communication in interstate commerce and by the use of the mails, directly and indirectly, employing devices, schemes and artifices to defraud; obtaining money and property by means of untrue statements of material facts or omitting to state material facts necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; or engaging in acts, transactions, practices or courses of business which operate or would operate as a fraud or deceit. By engaging in the conduct specified in paragraph III.B. above, Jennings willfully violated Section 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. D. Jennings has submitted a sworn financial statement and other evidence and has asserted his financial inability to pay disgorgement, prejudgment interest and a civil penalty. The Commission has reviewed the sworn financial statement and other evidence provided by Jennings and has determined that Jennings does not have the financial ability to pay disgorgement, prejudgment interest and a civil penalty. IV. In view of the foregoing, the Commission has determined that it is in the public interest to accept Jennings' Offer and to impose the sanctions specified in Jennings' Offer. Accordingly, IT IS ORDERED that: <(2)> UPAY is a publicly held company whose common stock was traded on the over-the-counter market through the NASD Bulletin Board system at all relevant times. During the relevant period, UPAY was a penny stock. See 17 C.F.R.  240.3a51-1. ======END OF PAGE 2====== A. Jennings be, and hereby is, barred from association with any broker, dealer, municipal securities dealer, investment adviser or investment company and from participating in any offering of penny stock. B. Jennings shall pay disgorgement of $7,897 plus prejudgment interest, but that payment of such amount be waived based upon Jennings' demonstrated financial inability to pay. C. The Division of Enforcement ("Division") may, at any time following the entry of this Order, petition the Commission to: (1) reopen this matter to consider whether Jennings provided accurate and complete financial information at the time such representations were made; (2) determine the amount of the disgorgement, prejudgment interest and civil penalty to be imposed; and (3) seek any additional remedies that the Commission would be authorized to impose in this proceeding if Jennings' Offer had not been accepted. No other issues shall be considered in connection with this petition other than whether the financial information provided by Jennings was fraudulent, misleading, inaccurate or incomplete in any material respect, the amount of disgorgement, prejudgment interest and civil penalty to be imposed and whether any additional remedies should be imposed. Jennings may not, by way of defense to any such petition, contest the findings in this Order or the Commission's authority to impose any additional remedies that were available in the original proceeding. By the Commission. ___________________________ Jonathan G. Katz Secretary ======END OF PAGE 3======