SECURITIES AND EXCHANGE COMMISSION



   Litigation Release No.  15823 / July 30, 1998


   SECURITIES AND EXCHANGE COMMISSION v. JAMES R. BEERS, United States
   District Court for the District of Columbia, Civil Action No.:  98-1884
   (CKK)

   The Securities and Exchange Commission today announced the filing of a
   civil injunctive action for illegal insider trading against James R.
   Beers, a certified public accountant and managing partner of Beers &
   Cutler, a Washington, D.C., accounting firm.

   The Commission's Complaint, filed in the U.S. District Court for the
   District of Columbia, alleges that on March 7, 8, and 10, 1995, Beers,
   while in possession of material, nonpublic information concerning the
   likelihood of a sale of Columbia First Bank ("CFB"), purchased a total
   of 1,000 shares of CFB stock.  On April 6, approximately one month after
   Beers's purchases, CFB and First Union Corporation ("FTU") announced the
   signing of a merger agreement whereby FTU would acquire all outstanding
   shares of CFB for $60 per share.  Following the public announcement that
   day, the market price of CFB rose to $56 a share, up $10.50 from the
   prior day's closing price.  The Complaint alleges that Beers realized
   $14,500 in illegal profits from his March trades.

   According to the Complaint, Beers had been the longtime personal
   accountant to the chairman of the board of CFB.  In the fall of 1994,
   CFB's chairman spoke to Beers about his lack of liquidity and how that
   problem could be solved.  The sale of CFB was discussed as a solution to
   the problem.  CFB's chairman and his family owned approximately 75
   percent of the CFB stock held by CF Financial Associates, L.P. ("CF
   Financial"), a limited partnership that held as its only asset a
   controlling block of CFB stock.  CFB's chairman also controlled the
   general partner of CF Financial.

   In September 1994, the Complaint alleges, CFB's chairman decided to
   sell, or seek to merge, CFB.  That decision caused CFB's chairman to
   seek tax planning advice from Beers's firm sometime in September or
   October of 1994 regarding the income tax implications to him of the
   bank's eventual sale or merger.  The Complaint alleges that between
   approximately September 1, 1994, and December 29, 1994, CFB's chairman
   had conversations with Beers about whether he should change his
   residency from Maryland to Florida, and how the sale of CFB would affect
   that decision.  In this time period, CFB's chairman also had further
   conversations with Beers about his lack of liquidity and how to solve
   this problem, and a sale of CFB was discussed as such a solution.
   According to the Complaint, based on Beers's knowledge of the chairman's
   financial condition, and conversations he had with the chairman prior to
   and at a meeting with the chairman on December 29, 1994, Beers concluded
   that a sale of CFB would be a solution to the chairman's liquidity bind.

   The Complaint further alleges that on March 6, 1995, a partner at
   Beers's firm consulted with Beers about a memo the partner was preparing
   for CFB's chairman on tax planning that assumed CF Financial would
   report income.  As of the date of this meeting, CF Financial had never
   reported income.  The next day, March 7, Beers purchased 100 shares of
   CFB.  In addition, the Complaint alleges that on March 8, 1995, Beers
   met with a lawyer who was providing advice to CFB's chairman in
   connection with the chairman's contemplated sale or merger of CFB.
   During this meeting, Beers and the lawyer discussed matters relating to
   the chairman's tax planning, including a memo the lawyer's firm had
   prepared on March 6 for CFB's chairman that contained statements such as
   "if the sale of [CFB] is structured as a tax-free exchange for stock
    . . . [or] is structured as a taxable sale of stock for cash . . . ."
   That day, March 8, Beers purchased 175 shares of CFB.  Finally, on March
   10, Beers purchased 725 shares of CFB.

   Simultaneously with the filing of the Complaint, Beers, without
   admitting or denying the allegations of the Commission's Complaint,
   consented to the entry of a proposed Final Judgment of Permanent
   Injunction and Other Relief that would enjoin him from violating Section
   10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder.
   Beers also agreed to disgorge $14,500, plus prejudgment interest thereon
   of $4,659.32, and to pay a civil penalty of $14,500, pursuant to the
   Insider Trading Sanctions Act of 1984.  The Commission has submitted the
   proposed Final Judgment for approval and entry by the Court.  The
   Commission acknowledges the assistance of the National Association of
   Securities Dealers, Inc., in this matter.