UNITED STATES SECURITIES AND EXCHANGE COMMISSION

LITIGATION RELEASE NO. 15080 / September 27, 1996

SECURITIES AND EXCHANGE COMMISSION v. WILLIAM BARNEY THOMAS and
PENSION & RETIREMENT SERVICES COMPANY (United States District
Court for the Western District of Pennsylvania, Civil Action No.
96-1775) 

     On September 26, 1996, the Securities and Exchange
Commission ("Commission") filed a complaint in U.S. District
Court for the Western District of Pennsylvania against Pension &
Retirement Services Company ("Pension & Retirement") and its
owner, William Barney Thomas ("Thomas") seeking permanent
injunctions, disgorgement and prejudgment interest and civil
penalties.  The Commission alleges in its complaint that, between
October 1987 and August 1994, Thomas conducted a fraudulent
scheme to misappropriate funds from clients of his wholly-owned
company, Pension & Retirement.  Thomas misrepresented Pension &
Retirement as a legitimate investment adviser and fraudulently
solicited at least 23 individuals to become investment advisory
clients of the company.  He falsely represented to prospective
clients that Pension & Retirement was registered in Pennsylvania
as an investment adviser, and that the company also operated as a
broker-dealer and financial consultant.  The complaint further
alleges that Thomas fraudulently induced those clients to invest
over $418,000 in Pension and Retirement investment programs, one
of which constituted an offering of securities in the form of
investment contracts.  Specifically, he led them to believe that
the funds they invested in those programs would be used to
purchase certain assets and securities.  Although Thomas invested
client funds as promised for a short time, in January 1990, he
began to liquidate the assets held for clients and to
misappropriate the proceeds.  By the time the entire scheme
collapsed, Thomas misappropriated over $300,000 of the client
funds, and used the money to finance his own investments and pay
his personal expenses.

     According to the complaint, in furtherance of the scheme,
Thomas made materially false and misleading statements to his
clients to induce them to invest in two individual retirement
account investment programs sponsored by Pension & Retirement. 
Among other things, in order to conceal his misappropriation,
Thomas sent the clients account statements, which falsely
reflected the existence of assets in their accounts.  Although by
January 1994, less than $300 of client funds remained in one of
the programs, Thomas sent account statements to six clients
reflecting individual account balances in the program for that
month totalling over $250,000.

     Based on the foregoing, the Commission charged Thomas and
Pension & Retirement with violations of Section 17(a) of the
Securities Act of 1933, Section 10(b) of the Securities Exchange
Act of 1934 ("Exchange Act") and Rule 10b-5, thereunder, and
Sections 203(a), 204, 206(1), 206(2) and 206(4) of the Investment
Advisers Act of 1940 and Rules 204-2(a), 204-2(b) and 206(4)-2,
thereunder.  The complaint further alleges that Thomas violated
Section 15(a)(1) of the Exchange Act by engaging in unregistered
broker-dealer activities.