United States of America
                           Before the 
                Securities and Exchange Commission


SECURITIES EXCHANGE ACT OF 1934
Release No. 37477 / July 25, 1996

Administrative Release No. 3-9046


ADMINISTRATIVE PROCEEDINGS INSTITUTED AGAINST JAMES THORNTON AND
PAYNE & THORNTON, INC. D/B/A RETIREMENT INVESTMENT GROUP.

     The Commission announced that it instituted public
administrative proceedings against Payne & Thornton, Inc. d/b/a
Retirement Investment Group, ("Retirement"), a broker-dealer
registered with the Commission since October 5, 1978, and its
president, James Thornton, pursuant to Sections 15(b) and 19(h)
of the Securities Exchange Act of 1934 ("Exchange Act"). 
Retirement is headquartered in Houston, Texas.  The order alleges
that Thornton and Retirement failed reasonably to supervise a
registered representative formerly associated with Retirement,
within the meaning of Sections 15(b)(6) and 15(b)(4)(E),
respectively, of the Exchange Act.  Among other things, the
registered representative allegedly made false and misleading
statements of material facts and omitted to state material facts
in connection with sales of partnership interests to her
customers.   

     A hearing will be held to determine whether the allegations
are true, to offer Thornton and Retirement an opportunity to
establish any defenses to the allegations, and to determine what
remedial sanctions, if any, are appropriate.