before the

Release No. 42234 / December 14, 1999

File No. 3- 9909

         In the Matter of             : ORDER MAKING FINDINGS
                                      : AND IMPOSING    
                                      : REMEDIAL SANCTIONS                                              
         WILLIAM A. FAIN, JR.,        :
             Respondent               :


The Securities and Exchange Commission ("Commission") instituted public administrative proceedings against Respondent William A. Fain ("Fain") on May 25, 1999, pursuant to Sections 15(b) and 19(h) of the Securities Exchange Act of 1934 ("Exchange Act").


Respondent Fain has submitted an Offer of Settlement ("Offer") to the Commission, which the Commission has determined to accept. Solely for the purpose of this proceeding and any other proceeding brought by or on behalf of the Commission, or in which the Commission is a party, and without admitting or denying the findings contained herein, except as to the jurisdiction of the Commission over the Respondent and over the subject matter of this proceeding and as to paragraph III.A. below, and except as to the entry of the conviction set forth in paragraph III.D., below, which are admitted, Respondent Fain by his Offer consents to the entry of findings and remedial sanctions as set forth below.


On the basis of this Order Making Findings and Imposing Remedial Sanctions and the Offer submitted by Respondent Fain, the Commission finds that:

A. At all relevant times, Fain was a registered representative of a registered broker-dealer.

B. 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).

C. 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.

D. On January 11, 1999, Fain was convicted and sentenced to three years of probation and was ordered to pay $35,576.77 in restitution.


In view of the foregoing, the Commission deems it appropriate in the public interest and for the protection of investors to impose the sanctions specified in the Offer submitted by Respondent Fain.

ACCORDINGLY, IT IS ORDERED that Respondent Fain be, and hereby is, barred from association with any broker or dealer.

For the Commission, by its Secretary, pursuant to delegated authority.

Jonathan G. Katz