UNITED STATES SECURITIES AND EXCHANGE COMMISSION

          SECURITIES EXCHANGE ACT OF 1934
          RELEASE NO.41202 / March 23, 1999

          ADMINISTRATIVE PROCEEDING File No. 3-9854

              COMMISSION INSTITUTES ADMINISTRATIVE FAILURE-TO-SUPERVISE
                 PROCEEDING AGAINST ROGER REES, FORMER PRESIDENT OF
                            BUCKHEAD FINANCIAL CORPORATION

                The Commission today announced that it has instituted
          administrative proceedings against Rodger Evans Rees of Atlanta,
          Georgia, the former president of Buckhead Financial Corporation,
          a broker-dealer registered with the Commission pursuant to
          Section 15 of the Securities Exchange Act of 1934.  The
          Commission’s Order alleges that Rees failed reasonably to
          supervise persons subject to his supervision with a view to
          preventing violations of the Securities Act of 1933 and the
          Exchange Act.

               The Order alleges that from about November 1986 until March
          1995, Rees served as president of Buckhead, a broker-dealer that
          conducted business primarily through registered representatives
          who acted as so-called "independent contractors."  During the
          relevant period, Rees allegedly was responsible for supervising
          two Buckhead registered representatives, John von der Lieth III
          and Daniel F. Dugan.  According to the Order, Rees did not
          reasonably delegate to others his supervisory responsibilities as
          Buckhead’s president.

               The Order alleges that from January 1994 to October 1994 Von
          der Lieth and Dugan violated the federal securities laws in
          connection with transactions in the securities of Marcorp, Inc.,
          an obscure company whose securities were listed for trading on
          the OTC Bulletin Board.  The Order alleges that Von der Lieth and
          Dugan recommended and sold Marcorp common stock to their
          customers without an adequate basis.  The Order also alleges that
          Von der Lieth assisted in the manipulation of Marcorp, received
          Marcorp stock for his efforts, and failed to disclose the
          compensation to his customers.  According to the Order, Dugan
          received $10,000 from a principal of Marcorp for soliciting and
          selling Marcorp stock, and failed to disclose the compensation to
          his customers.  The Order alleges that, as a result of their
          actions, Von der Lieth and Dugan violated Section 17(a) of the
          Securities Act, Section 10(b) of the Exchange Act, and Rule
          10b-5.

               The Order further alleges that during 1994, Von der Lieth
          and Dugan were subject to Rees’ supervision within the meaning of
          Section 15(b)(4)(E) of the Exchange Act, and that Rees failed
          reasonably to supervise them within the meaning of Section
          15(b)(6) of the Exchange Act.  According to the Order, Rees
          failed to establish and implement an adequate supervisory system
          for Buckhead and a procedure setting forth the criteria when, and
          under what circumstances, a registered representative at Buckhead
          could recommend equity securities.

               The Order further alleges that Rees failed to review and
          approve new account documentation for Von der Lieth's and Dugan's
          customers and failed to review the customers’ transactions in
          Marcorp securities, despite procedures requiring him to do so.
          Moreover, according to the Order, Rees failed to make adequate
          inquiries of Von der Lieth and Dugan concerning their customers’
          significant trading in Marcorp.  Finally, the Order alleges that
          Rees failed to make adequate inquiry of Von der Lieth concerning
          an account that one of his customers opened and began to use
          exclusively for trading Marcorp securities shortly after
          Buckhead’s clearing broker had partially liquidated and
          restricted another account that the customer had used exclusively
          for trading Marcorp securities.

               The Order Instituting Proceedings Pursuant to Section 15(b)
          and 19(h) of the Securities Exchange Act of 1934 institutes
          public proceedings to determine what, if any, remedial action is
          appropriate and should be taken in the public interest against
          Rees, and whether civil penalties should be imposed against Rees
          pursuant to Section 21B of the Exchange Act.  A hearing will be
          held to determine whether the staff’s allegations are true and to
          provide Rees with an opportunity to respond to the allegations.