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         UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Litigation Release No. 14888 / April 22, 1996

Securities and Exchange Commission v. Michael A. Whelchel, et
al., United States District Court for the Eastern District of
Virginia, Civil Action No. 92-1345-A.

     The Securities and Exchange Commission announced that, on
February 19, 1996, the Honorable James C. Cacheris, U.S. District
Judge for the Eastern District of Virginia, entered an Order of
Disgorgement and Civil Penalty ordering Michael A. Whelchel
(Whelchel) to disgorge the sum of $31,070, together with
prejudgment interest.  Payment of the ordered disgorgement and
prejudgment interest was waived based upon Whelchel's
demonstrated inability to pay.  In addition, no civil penalty was
ordered against Whelchel, WL Financial Inc. (WL), or Financial
Management Group of Virginia, Inc. (Financial Management) based
upon their demonstrated inability to pay.  The defendants
consented to the entry of the Order without admitting or denying
the allegations in the Commission's Complaint which was filed on
September 24, 1992.

     On November 27, 1992, the Court entered a Final Judgment of
Permanent Injunction (Reserving the Issues of Disgorgement and
Civil Penalty) (Final Judgment) against Whelchel, WL and
Financial Management.  Each of the defendants consented, without
admitting or denying the allegations in the Complaint, to the
entry of the Final Judgment.  The Final Judgment enjoined
Whelchel and WL from violating Section 17(a) of the Securities
Act of 1933 (Securities Act), Section 10(b) of the Securities
Exchange Act of 1934 (Exchange Act) and Rule 10b-5 thereunder,
and Sections 203(a), 206(1) and 206(2) of the Investment Advisers
Act of 1940 (Advisers Act).  The Final Judgment also enjoined
Whelchel from violating Section 15(a)(1) of the Exchange Act, and
WL and Financial Management from violating the books and records
provisions of Section 204 of the Advisers Act and Rule 204-2
thereunder.  In addition, the Final Judgment ordered Whelchel to
produce an accounting and reserved the issues of disgorgement and
civil penalty pending the Commission's receipt and review of the
accounting.

     The Commission's complaint alleged that, from December 1990
to July 1992, Whelchel and WL engaged in a fraudulent scheme in
which they sold approximately $330,000 worth of WL securities to
Whelchel's advisory clients through the use of false and
misleading representations concerning the intended business
activities of WL and the use of offering proceeds.  In addition,
the complaint alleged that Whelchel misappropriated approximately
$42,000 for his personal expenses.  The complaint also alleged
that Whelchel caused Financial Management and WL to operate as
unregistered broker-dealers; and WL to operate as an unregistered
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investment adviser.  (See also LR-13399).