UNITED STATES SECURITIES AND EXCHANGE COMMISSION

          Investment Advisers Act of 1940
          Release No.   1761 / September 28, 1998

          Investment Company Act of 1940
          Release No. 23471 / September 28, 1998

          Administrative Proceeding
          File No.  3-9734

PUBLIC ADMINISTRATIVE AND CEASE-AND-DESIST PROCEEDINGS INSTITUTED AGAINST
RUPAY-BARRINGTON INVESTMENT ADVISORY SERVICES, INC. AND FREDERICK A. WOLF

          The Securities and Exchange Commission today filed an action
          against registered investment adviser Rupay-Barrington Investment
          Advisory Services, Inc., formerly known as Valley Forge
          Barrington Ltd. ("Barrington"), and Frederick A. Wolf its former
          president (collectively "Respondents").  Barrington and Wolf are
          located in suburbs of Detroit, Michigan.

          The Order Instituting Public Administrative and Cease-and-Desist
          Proceeding ("Order") alleges that Barrington defrauded its
          advisory clients and Wolf aided and abetted the fraud.  The Order
          alleges that between January 1994 and July 1996 Barrington and
          Wolf:

(i) Purchased for clients or recommended to clients, approximately $2.2
million in high-risk, unregistered debentures and stock issued by
Barrington's parent company, Valley Forge Capital Holdings, Inc. ("VFCH").
Wolf made some of these purchases using his discretionary authority over
client accounts, despite the fact that the VFCH securities were unsuitable
for the clients and contravened the clients' investment strategies.  He
recommended the VFCH securities to other clients while failing to disclose
the high-risk and speculative nature of the investments and facts
indicating possible operational problems at VFCH and possible misuses of
offering proceeds.  At times, Wolf described the investments to clients as
"solid as a rock" or "safe";

(ii) Procured "lulling" interest payments for advisory clients who had
invested in bonds issued by Continental Capital Financial Group ("CCFG"), a
company controlled by Mamie Tang, who also controlled VFCH.  At the time,
CCFG had ceased making interest payments to investors and Wolf believed
that CCFG was near bankruptcy.  In order to avoid losing one or more
clients, Wolf asked a consultant to VFCH to make the lulling interest
payments to two Barrington clients.  Barrington and Wolf failed to disclose
to clients the fact that the interest payments did not come from CCFG and
that Wolf had arranged for the payments;

(iii)  Charged and received advisory fees based upon the improper
overvaluation of CCFG securities.  Despite Wolf's belief that CCFG was near
bankruptcy in November 1994, Barrington valued its clients' investments in
the CCFG securities at full cost until July 1996 and charged advisory fees
on the overvalued securities; and

(iv)  Improperly used $115,000 in proceeds from the sale of VFCH securities
to pay off an advisory client dissatisfied with her own VFCH investments.
Wolf failed to disclose to the new investors that their funds would be used
to pay off a prior investor.

          The Order alleges that this fraudulent conduct violated Sections
          206(1) and 206(2) of the Investment Advisers Act of 1940.

          A hearing before an administrative law judge will be held to
          determine whether the allegations contained in the Order are
          true, and, if so, do determine what if any sanctions are
          appropriate.