William A. Fain, Jr.

SECURITIES EXCHANGE ACT OF 1934

Release No. 41443 / May 25, 1999

ADMINISTRATIVE PROCEEDING

File No. 3-9909

ADMINISTRATIVE PROCEEDINGS INSTITUTED AGAINST WILLIAM A. FAIN, JR.

On May 25, the Commission entered an Order Instituting Administrative Proceedings Pursuant to Sections 15(b) and 19(h) of the Securities Exchange Act of 1934 (Order) against William A. Fain, Jr. (Fain) based on his conviction for conspiracy to commit securities fraud, mail fraud and wire fraud.

The Order alleged that in October 1998, Fain pled guilty to a one-count criminal information charging him with conspiracy to commit securities fraud, mail fraud and wire fraud. United States v. Fain, Case No. 98-8112 CR-Ryskamp (S.D. Fla. 1998).

The criminal information alleged that from in or about October 1993 through at least in or about July 1994, while a registered representative, Fain accepted undisclosed fees of approximately $18,200 from a promoter for inducing his clients to purchase securities of certain issuers affiliated with the promoter. On January 11, 1999, Fain was sentenced to three years of probation and was ordered to pay $35,576.77 in restitution.

A hearing will be held before an administrative law judge to determine whether the staff's allegations against Fain are true, and if so, what remedial sanctions are appropriate and in the public interest.