UNITED STATES SECURITIES AND EXCHANGE COMMISSION Securities Exchange Act of 1934 Release No. 40347 / August 20, 1998 Administrative Proceeding File No. 3-9681 On August 20, 1998, the Commission instituted administrative and cease-and-desist proceedings pursuant to Section 8A of the Securities Act (Securities Act) and Sections 15(b), 15B(c)(4), 19(h) and 21C of the Securities Exchange Act of 1934 (Exchange Act), against Oliver Williams (Williams) of Miami, Florida. The Order Instituting Proceedings (Order) alleges that Williams operated as a non-registered principal of a municipal securities broker-dealer and that Williams was the president and sole owner of that broker-dealer. The Order further alleges that from February through April 1996, while unregistered, the broker- dealer, through Williams, executed underwriting agreements which contained misrepresentations regarding the broker-dealer's registration and capitalization status. The Order alleges that Williams willfully committed violations of Sections 17(a) of the Securities Act, Section 10(b) of the Exchange Act and, and Rule 10b-5, thereunder, and Rules G-2 and G-17 of the Municipal Securities Rulemaking Board (MSRB). The Order further alleges that Williams caused and aided and abetted violations of Sections 15B(a)(1), 15(c)(1) and 15B(c)(1) of the Exchange Act. A hearing will be scheduled to determine whether the allegations against Williams are true, and if so, what sanctions, if any, are appropriate in the public interest against Williams. Staff Contact: Trisha D. Fuchs Branch Chief Southeast Regional Office (305) 982-6352