Securities Exchange Act of 1934
  Release No. 40827  /  December 23, 1998

  Administrative Proceeding
  File No. 3-9794
               
           ADMINISTRATIVE AND CEASE-AND-DESIST PROCEEDINGS
                INSTITUTED AGAINST TERESSA L.  CAWLEY

        On December 23, 1998, the Commission instituted public
  administrative and cease-and-desist proceedings against Teressa
  L. Cawley ("Cawley").  The Order Instituting Administrative and
  Cease-And-Desist Proceedings Pursuant to Sections 15(b),
  15B(c)(4), 19(h) and 21C of the Securities Exchange Act of 1934
  (the "Order") alleges that Cawley was, at all relevant times, a
  registered representative associated with  a broker-dealer and
  municipal securities dealer (the "broker-dealer")  registered
  with the Commission and that Cawley is currently a registered
  representative associated with a registered broker-dealer.
  According to the Order, between 1993 and 1995, the broker-dealer
  engaged in municipal securities business in the southeastern
  United States and maintained a public finance office in Miami,
  Florida, and from February 1992 to May 1994, Cawley served as
  assistant vice-president and manager of the broker-dealer's
  public finance operations in Miami, Florida and was the broker-
  dealer's highest ranking public finance officer in Florida.
        The Order alleges that in June 1993, the broker-dealer, by
  and through Cawley, entered into a two-year contract with Broward
  County, Florida ("Broward County") to act as financial advisor to
  Broward County in connection with the offer and sale of certain
  municipal refunding bonds ("financial advisor contract").  The
  Order alleged that contrary to its warranty in the financial
  advisor contract with Broward County, the broker-dealer, through
  Cawley, did retain an outside consultant and lobbyist ("the
  lobbyist") to, among other things, secure the financial advisor
  contract.  According to the Order, the broker-dealer also agreed
  to pay the lobbyist a fee contingent  upon the business generated
  by the broker-dealer in connection with the Broward  County
  contract and remitted a percentage of its earnings under the
  contract to the lobbyist between December 1993 and October 1994.
        The Order alleges that, in addition, the broker-dealer
  omitted to disclose to Broward County the contingency fee paid to
  the lobbyist although Florida statutes required the broker-dealer
  to file a statement with the municipality disclosing "[a]ny fee,
  bonus, or gratuity paid .  .  .  in connection with the bond issue, 
  to any person not  regularly employed or engaged by .  .  ." the 
  broker-dealer within 90 days after the delivery of the bonds.  
  According to the Order, as a result of the affirmative 
  misrepresentation made by the broker-dealer, through Cawley, 
  concerning the lobbyist and contingency fees paid to him, the 
  broker-dealer was able to serve as financial advisor to Broward 
  County on three bond refundings sold in September and 
  October 1993, and June 1994 and that the broker-dealer was 
  compensated approximately $175,653 for the services it provided 
  Broward County as financial advisor.  Specifically, the Order
  alleges that Cawley committed or caused and willfully violated or
  willfully aided and abetted violations of Rule G-17 of the 
  Municipal Securities Rulemaking Board, and caused violations 
  and willfully aided and abetted violations of Section 15B(c)(1) 
  of the Exchange Act.
        A hearing will be scheduled to determine whether the
  allegations are true, and if so, what sanctions, if any, are
  appropriate.