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         UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Litigation Release No. 14934 / June 6, 1996      

SECURITIES AND EXCHANGE COMMISSION v. MICHAEL CUNNINGHAM, KEVIN
P. CHAPMAN, ARTHUR TAYLOR and ROBERT URBINE
(CIV94-2001 PHX EHC)

     The Securities and Exchange Commission ("Commission")
announced that on March 11, 1996, the United States District
Court for the District of Arizona (the "Court") entered a Final
Judgment of Permanent Injunction, Civil Penalties and Other
Relief by Default Against Defendant Kevin P. Chapman ("Chapman").

On the same day, the Court made final a January 26, 1995 Order of
Permanent Injunction Against Defendant Robert Urbine ("Urbine"),
to which Urbine had previously consented, based upon the
resolution of all remaining claims in the action.

     Chapman had, from January 1991 through April 1992, been a
Director and/or Chairman of the Board of Pantheon Industries,
Inc. ("Pantheon").  Urbine had been a director of Pantheon from
November 1991 through mid-July 1992, and also President and
Director of a purported subsidiary of Pantheon.  The Complaint
for Permanent Injunction and Civil Penalties, which the
Commission filed on September 29, 1994, charged Chapman and
Urbine with violations of Sections 10(b), 13(a) and 13(b)(2) and
Rules 10b-5, 12b-20, 13a-1, 13a-13 and 13b2-1 thereunder. 

     In the Complaint  the Commission alleged that for fiscal
year 1991, and for the first quarter of fiscal year 1992,
Pantheon reported as assets forged banknotes with a principal
value $40 million.  According to the Complaint, among other
things, (a) Chapman had evidence at the time that the bank notes
were forgeries, and (b) Urbine knew that $10 million of the bank
notes was owned by a company which Urbine falsely represented was
a  subsidiary of Pantheon.