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         UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Investment Advisers Act of 1940
Release No. 1588 / September 30, 1996

Administrative Proceeding File No. 3-9128


PROCEEDINGS INSTITUTED AGAINST VIGIL ASSET MANAGEMENT GROUP, INC.
AND THOMAS BATTERMAN

The Commission announced today the entry of an Order instituting
public administrative and cease-and-desist proceedings pursuant
to Sections 203(e), 203(f) and 203(k) of the Investment Advisers
Act of 1940 (Advisers Act) against Vigil Asset Management Group,
Inc. (Vigil) and its President, Thomas Batterman (Batterman). 
The Order alleges that Vigil and Batterman willfully violated
Section 207 of the Advisers Act and that Vigil willfully
violated, and Batterman caused and willfully aided and abetted
violations of, Sections 204, 206(1), 206(2), and 206(4) of the
Advisers Act and Rules 204-1(b)(2), 204-2(a)(3), 204-2(a)(12),
206(4)-2(a)(2)(i), 206(4)-2(a)(2)(ii), 206(4)-2(a)(3), 206(4)-
2(a)(4), and 206(4)-2(a)(5) promulgated thereunder.

Specifically, the Order alleges that from May 1993 through
November 1994, Vigil maintained custody and possession of client
assets.  During that same period, Batterman, on behalf of Vigil,
filed with the Commission a Form ADV and a Form ADV-S which, in
violation of Section 207 of the Advisers Act, falsely represented
that Vigil did not have custody and possession of client assets. 
Furthermore, despite maintaining such custody and possession,
Vigil failed to enact the requisite procedural safeguards
pursuant to Section 206(4) of the Advisers Act and Rules 206(4)-
2(a)(2)(i), 206(4)-2(a)(2)(ii), 206(4)-2(a)(3), 206(4)-2(a)(4),
and 206(4)-2(a)(5).  In addition, in violation of Sections 206(1)
and 206(2) of the Advisers Act, Vigil, through Batterman, made
misrepresentations and omissions of material facts to its clients
regarding the commissions charged for executing securities
transactions.  During this period, Vigil also violated Section
204 of the Advisers Act and Rules 204-2(a)(3) and 204-2(a)(12)
thereunder by failing to adequately make and keep certain books
and records.  Moreover, Vigil violated Section 204 of the
Advisers Act and Rule 204-1(b)(2) thereunder by failing to file
audited balance sheets with the Commission.  

As a result, the Commission has authorized and instituted public
administrative and cease-and-desist proceedings against Vigil and
Batterman to determine what relief, if any, including civil
penalties pursuant to Section 203(i) of the Advisers Act, is
appropriate against Vigil and Batterman.