EC - 252
EXAMINING ISSUANCE
Comptroller of the Currency
Administrator of National Banks
Type:  Examining Circular
Subject:  Transfer Agent Referrals to SEC

TO:  Deputy Comptrollers, Department and Division Heads, and All Examining
     Personnel

PURPOSE

This examining circular establishes procedures for processing transfer
agent referrals to the Securities and Exchange Commission (SEC).

In accordance with an understanding reached in 1979, and pursuant to
Section 17(c)(3) of the Securities Exchange Act of 1934, the OCC has
agreed to report to the SEC significant violations of SEC transfer agent
regulations or related adverse conditions disclosed by our supervisory
process.

Presently, the Compliance Management Department processes transfer agent
referrals based upon Fiduciary Data Sheet (FIDS) and ROSA information.
However, under current supervisory procedures, such sources may not
contain sufficient information to make an appropriate determination for
referral.

PROCEDURES

Detailed information must be available for the OCC to determine whether an
item falls within the understanding with the SEC, and for the SEC to
determine whether it wants to investigate the activity. Therefore, when
examiners discover violations of 17 CFR 240.17Ad 1-14 and/or 17 CFR
240.17f-2 during the supervisory process, they should include the
following information in the Analysis section comment of SMS:

o Issuer name and account number;

o Citation of the regulation violated;

o Narrative description of the activity which resulted in a violation of
  transfer agent regulations; and

o Corrective action requested.

A notification of the referral information in SMS should be sent to the
Director for Compliance Programs. This notification and the information
contained in the Analysis comment of SMS will be reviewed by the
Securities & Corporate Practices Division and Compliance Programs Division
prior to referral to the SEC. Supervisory offices will receive
notification of such referrals and any subsequent OCC enforcement action.

ORIGINATING OFFICE

Any questions concerning this circular may be directed to the Director,
Compliance Programs at 202-874-4447.


Ron Lindhart
Deputy Comptroller
for Compliance Management

Date:  July 26, 1990