UNITED STATES OF AMERICA
                                      Before the
                          SECURITIES AND EXCHANGE COMMISSION


          SECURITIES EXCHANGE ACT OF 1934
          Release No. 40724 / November 30, 1998

          ADMINISTRATIVE PROCEEDING
          File No. 3-8917


                                          :
          In the Matter of                :
                                          :
          FIRST FIDELITY SECURITIES       :
          GROUP,                          :
                                          :
                          Respondent      :
                                          :
                                          :


                       NOTICE OF PROPOSED PLAN OF DISGORGEMENT
                      AND OPPORTUNITY FOR COMMENT BY NON-PARTIES


               Pursuant to an order entered by the Commission on January 9,

          1996, 61 SEC Docket 68 (Feb. 6, 1996) (the "Order"), a payment of

          $1,793,309.93 was made on behalf of First Fidelity Securities

          Group ("FFSG") to the Comptroller of the Commission.  This amount

          represents the disgorgement and prejudgment interest paid by FFSG

          as a result of the conduct described in the Order.



               Notice is given, pursuant to 17 C.F.R. 201.612, that the

          Division of Enforcement and FFSG have jointly filed a Proposed

          Plan of Disgorgement ("Plan") with the Commission for

          distribution of such funds.  In accordance with this Notice, all

          interested persons are advised that copies of the Plan may be

          obtained from the Northeast Regional Office of the Commission by

          submitting a written request to Christopher J. Michailoff,

          Securities and Exchange Commission, 7 World Trade Center, New

          York, New York 10048.  Further, all persons desiring to comment

          on the Plan may submit their views in writing within 30 days of

          this Notice to the Office of the Secretary, Securities and

          Exchange Commission, 450 5th Street, N.W., Washington, D.C.

          20549, with copies to Mr. Michailoff at the above address and to

          FFSG c/o First Union Corporation, Legal Division, 123 South

          Street, Philadelphia, PA 19101, attention:  Margaret Clark, Esq.



               Notice is also given, pursuant to 17 C.F.R. 201.611(a)(3),

          that under the Plan the funds will be used to pay:  (1) claims by

          those persons or entities that can prove compensatory damages

          under the federal securities laws as a result of the conduct of

          FFSG described in the Order, or judgments against, or good faith

          settlements by, FFSG of causes of action arising out of the

          conduct of FFSG described in the Order that are duly filed in any

          court of competent jurisdiction; and (2) expenses of the

          administration of the Plan and any taxes.



               For the Commission, by its Secretary, pursuant to delegated

          authority.



          Jonathan G. Katz
          Secretary