UNITED STATES SECURITIES AND EXCHANGE COMMISSION


     Securities Exchange Act of 1934
     Release No. 38863 / July 23, 1997

     Administrative Proceeding
     File No. 3-9350


             ADMINISTRATIVE PROCEEDINGS INSTITUTED AGAINST THOMAS J. FOX

          The Securities and Exchange Commission ("Commission") has instituted
     public administrative proceedings against Thomas J. Fox ("Fox") of Virginia
     pursuant to Sections 15(b) and 19(h) of the Securities Exchange Act of 1934
     ("Exchange Act").  

          The Commission's Order Instituting Public Proceedings ("Order")
     alleges that on September 24, 1996, the Commission filed a complaint
     seeking a permanent injunction against Fox in the United States District
     Court for the Eastern District of Virginia alleging that he violated
     Section 17(a) of the Securities Act of 1933 ("Securities Act") and Sections
     10(b) and 15(a)(1) of the Exchange Act and Rule 10b-5 thereunder.  As part
     of the action, the Commission also sought ancillary relief in the form of
     disgorgement and prejudgment interest.  The Commission's complaint alleged
     that Fox, while employed as a registered representative of a brokerage
     firm, fraudulently misappropriated approximately $1.3 million from nineteen
     different customer brokerage accounts from April 1991 through June 1993. 
     The complaint further alleged that Fox carried out this scheme by engaging
     in a series of sixty-five unauthorized wire transfers of customer funds by
     transferring money out of the customers' accounts and into bank accounts
     that he controlled.  According to the complaint, Fox used the
     misappropriated funds to pay personal expenses and finance personal
     investments.  The complaint further alleged that, from August 1989 through
     March 1991, Fox engaged in unregistered broker-dealer activities by
     promoting and selling securities that were neither sponsored nor authorized
     by the brokerage firm where he was employed at the time.

          On January 31, 1997, U.S. District Judge Claude M. Hilton entered an
     Order and Memorandum which permanently enjoined Fox from violating the
     aforementioned provisions of the Securities Act and the Exchange Act and
     ordered him to disgorge $1,066,394 plus prejudgment interest of $347,528.











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