UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934
Release No. 49326 / February 26, 2004

Admin. Proc. File Nos. 3-9688 and 3-9794

Notice is hereby given, pursuant to Rule 612 of the Rules of Practice of the Securities and Exchange Commission (the "Commission"), 17 C.F.R. § 201.612, that the Division of Enforcement has filed its proposed Plan of Disgorgement Distribution ("Distribution Plan") in the above matter with the Commission.

OPPORTUNITY TO COMMENT

Pursuant to this Notice, all interested parties are advised that the Distribution Plan may be obtained by submitting a written request to Kerry A. Zinn, United States Securities and Exchange Commission, 801 Brickell Ave., Suite 1800, Miami, FL 33131. Further, all persons desiring to comment on the Distribution Plan may submit their views, in writing, no later than March 29, 2004 to the Office of the Secretary, U. S. Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549-0609.

THE PROPOSED PLAN OF DISGORGEMENT

On August 20, 2003, the Commission found that Respondents Wheat First Securities, Inc. f/k/a First Union Capital Markets Corp. ("Wheat") and Teressa Cawley ("Cawley") willfully violated Section 15B(c)(1) of the Securities and Exchange Act of 1934 ("Exchange Act"), 15 U.S.C. § 78o-4, by, among other things, failing to deal fairly with all persons and not engage in any deceptive, dishonest or unfair practices under Rule G-17 of the Municipal Securities Rulemaking Board. In addition to ordering Wheat and Cawley to cease and desist from committing or causing any violations of Section 15B(c)(1) of the Exchange Act, 15 U.S.C. § 78o-4, and to pay civil penalties, the Commission ordered Wheat to disgorge $114,493.31 plus prejudgment interest thereon in the amount of $131,321.89 for a total of $245,815.20.

The Distribution Plan provides that the $245,815.20 disgorged by Wheat be paid to the U.S. Treasury because no person or entity suffered any pecuniary losses stemming from Wheat's violations of the federal securities laws.

For the Commission, by its Secretary, pursuant to delegated authority.

By the Commission.

http://www.sec.gov/litigation/admin/34-49326.htm