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                     United States of America
                           before the 
                Securities and Exchange Commission


Securities Exchange Act of 1934
Release No. 37168 / May 6, 1996

Administrative Proceeding 
File No. 3-8998


ADMINISTRATIVE PROCEEDINGS ORDERED IN THE MATTER OF
WILLIAM F. LINCOLN


     The Securities and Exchange Commission announced today that
it has issued an Order Instituting Proceedings Pursuant to
Sections 15(b) and 19(h) of the Securities Exchange Act of 1934,
against William F. Lincoln ("Lincoln").  Lincoln was formerly
associated with First Alliance Securities, Inc. ("First
Alliance"), a now defunct penny stock broker-dealer headquartered
in Atlanta, Georgia.  

     On August 21, 1995, in the United States District Court for
the Northern District of Georgia, Lincoln was convicted of
conspiracy to commit securities fraud, two counts of securities
fraud and two counts of interstate transportation of funds
obtained by fraud based upon his conduct while at First Alliance.

United States v. William F. Lincoln, et al., Criminal Action No.
1:93-CR-0506 (N.D. Ga.)  On November 20, 1995, Lincoln was
sentenced to six and a half years imprisonment, three years of
supervised release and ordered to pay $2.5 million dollars in
restitution. 

     The counts of the indictment on which Lincoln was convicted
alleged that Lincoln, as president and co-owner of First
Alliance, controlled the day-to-day operations of the firm. 
Along with the vice-president and trading liaison of the firm,
Lincoln led mandatory meetings of the sales staff at which he
arbitrarily set prices for the penny stocks First Alliance sold,
and told the sales staff which stocks to "push" in order to
create the appearance of demand for those stocks.  Lincoln caused
the sales staff to make misrepresentations concerning the
liquidity, suitability, and level of risk of stocks promoted by
First Alliance, the current available market prices for those
stocks, and the operations, financial condition, and prospects of
the purported issuers of those stocks.  He further caused the
sales staff to omit to state to clients that First Alliance had a
policy prohibiting net-selling, that their purchases were subject
to excessive mark-ups which produced high commissions for First
Alliance stockbrokers and profits for First Alliance insiders,
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and that insiders had undisclosed interests in stocks promoted by
First Alliance.  As an insider, Lincoln purchased stocks promoted
by First Alliance at low prices knowing that he could sell these
same stocks at terms unavailable to ordinary First Alliance
investors.

     The administrative proceedings will determine whether
remedial action under Sections 15(b) and 19(h) of the Exchange
Act are appropriate and in the public interest.