UNITED STATES SECURITIES AND EXCHANGE COMMISSION


          SECURITIES ACT OF 1933
          Release No.   7585 / September 24, 1998

          SECURITIES EXCHANGE ACT OF 1934
          Release No. 40478 / September 24, 1998

          ADMINISTRATIVE PROCEEDING
          File No.  3-9724

               The U.S. Securities and Exchange Commission announced today
          that it issued an order instituting public cease-and-desist
          proceedings ("order") against the City of Moorhead, Mississippi
          to determine whether the City of Moorhead violated the antifraud
          provisions of the Securities Act of 1933 and the Securities
          Exchange Act of 1934 in the course of its issuance of $4.5
          million worth of urban renewal revenue notes ("notes") in
          November of 1995.

               In its order, the Commission alleged that the $4.5 million
          in notes were sold based upon an unqualified opinion from bond
          counsel which concluded that interest on the notes would be
          exempt from federal income tax.  The notes were issued in
          reliance on exceptions to the anti-arbitrage provisions of the
          Internal Revenue Code which permit municipalities to issue
          securities and invest the proceeds at a higher rate, provided the
          funds, among other things, are reasonably expected to be used for
          qualifying municipal projects within a three year period.  The
          bulk of the offering proceeds were invested at a higher yield
          than the notes sold in the offering.

               The Order further alleged that despite representations to
          the contrary, the City of Moorhead did not have the resources,
          intent or expectation to utilize any proceeds from the offering,
          other than a premium of $45,000 derived from the arbitrage profit
          for capital projects.  The lack of a reasonable expectation to
          utilize more than a small portion of the proceeds for capital
          projects made the temporary period exception inapplicable,
          creating a substantial risk that the U.S. Internal Revenue
          Service would declare interest on the notes subject to the
          federal income tax.  That substantial risk was not disclosed to
          investors or prospective investors.

               This proceeding brings to thirty-nine (39) the total number
          of Mississippi counties, cities and towns charged with violations
          of the antifraud provisions of the federal securities laws with
          regard to issuances of urban renewal revenue notes.  On July 13,
          1998, the Commission entered a cease-and-desist order, by
          consent, against thirty-eight (38) other Mississippi counties,
          cities and towns.  Admin. Proc. File No. 3-9650, Securities Act
          of 1933 Release No. 7554, Securities Exchange Act of 1934 Release
          No. 40194.

               A  hearing  will  be  scheduled  to  determine  whether  the
          allegations  against  City  of Moorhead are true, and if so, what
          sanctions, if any, are appropriate in the public interest against
          City of Moorhead.