UNITED STATES OF AMERICA
                                      Before the
                          SECURITIES AND EXCHANGE COMMISSION


     Securities Exchange Act of 1934
     Release No. 38919 / August 11, 1997

     Administrative Proceeding
     File No. 3-9361

     CEASE-AND-DESIST PROCEEDINGS INSTITUTED AGAINST WILLIAM N. BRIGGS

          The Securities and Exchange Commission has instituted cease-and-desist
     proceedings against William N. Briggs ("Briggs") pursuant to Section 21C of
     the Securities Exchange Act of 1934 ("Exchange Act").  Briggs is currently
     the Chief Financial Officer of the Philadelphia Stock Exchange.  Formerly,
     from 1983 to May 1995, he was employed by the Stock Clearing Corporation of
     Philadelphia ("SCCP") and the Philadelphia Depository Trust Company
     ("Philadep").

          The Commission's Order alleges that Briggs was a cause of violations
     of Section 19(g) of the Exchange Act by SCCP and Philadep.  The Order
     alleges that Briggs was a cause of four of SCCP's and Philadep's
     violations:  SCCP's and Philadep's failure to safeguard their participants'
     fund deposits from unapproved uses; SCCP's application of an unapproved cap
     on its participants' fund formula; SCCP's use of inaccurate pricing to
     calculate mark-to-market payments; and Philadep's application of a volume
     discount fee without required Board approval and without filing said fee
     with the Commission. 

          The Commission also instituted and simultaneously settled separate
     administrative and cease-and-desist proceedings against SCCP and Philadep
     and cease-and-desist proceedings against Timothy J. Guiheen, former
     President and CEO of SCCP and Philadep.


















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