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225 FRANKLIN STREET, 20TH FLOOR
BOSTON, MA 02110

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MARCH 26, 2001

To the Stockholders of Fechtor, Detwiler, Mitchell & Co.:

Notice is hereby given that the Annual Meeting of Stockholders
(the "Annual Meeting") of Fechtor, Detwiler, Mitchell & Co., a
Delaware corporation, will be held in the Board Room of the State
Street Bank located on the 30th Floor at 225 Franklin Street, Boston
Massachusetts, 02110, on March 26, 2001, at 10:00 a.m.,
Eastern Standard Time, for the following purposes:

1. To approve the amendment of the Certificate of Incorporation
of our company to effect a one-for-four reverse split of the
Common Stock of our company.

2. To change the name of our company to Detwiler, Mitchell & Co.

3. To elect three Directors of our company, each to serve for
three years or until his successor shall be duly appointed or
elected.

4. To ratify the selection of PricewaterhouseCoopers LLP as our
company's independent accountants for year 2001.

5. To transact such other business as may properly come before
the Annual Meeting or any adjournment(s) or postponement(s)
thereof.

The foregoing items of business are more fully described in the
Proxy Statement accompanying this Notice.

Only stockholders of record at the close of business on
February 19, 2001 will be entitled to notice of, and to vote at,
the Annual Meeting or any adjournment thereof.

All stockholders are cordially invited to attend the Annual
Meeting in person. However, whether or not you plan to attend in
person, to assure your representation at the Annual Meeting, you
are urged to mark, sign, date, and return the enclosed Proxy as
promptly as possible in the postage-prepaid envelope provided for
that purpose. Any stockholder attending the meeting may vote in
person even if such stockholder returned a completed Proxy.

Requests for additional copies of proxy materials and other
information should be addressed to Investor Relations at the
executive offices of our company, 225 Franklin Street, 20th
Floor, Boston, Massachusetts 02110, (617) 451-0100.

By Order of the Board of Directors

Boston, Massachusetts
February 26, 2001

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225 FRANKLIN STREET, 20TH FLOOR
BOSTON, MA 02110

PROXY STATEMENT FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MARCH 26, 2001

GENERAL

The enclosed Proxy is solicited by the Board of Directors of
Fechtor, Detwiler, Mitchell & Co., a Delaware corporation, for
use at the Annual Meeting of Stockholders (the "Annual
Meeting") to be held on March 26, 2001 at 10:00 a.m., Eastern
Standard Time, or at any adjournment(s) or postponement(s) thereof, for
the purposes set forth herein and in the accompanying Notice of
Annual Meeting of Stockholders. The Annual Meeting will be held
in the Board Room of the State Street Bank located on the 30th Floor
at 225 Franklin Street, Boston, Massachusetts, 02110.

Our company's telephone number is (617) 451-0100. These proxy
solicitation materials were first mailed on or about March 1,
2001 to all stockholders entitled to vote at the Annual Meeting.

INFORMATION CONCERNING VOTING, SOLICITATION AND PROXIES

RECORD DATE AND SHARES OUTSTANDING

Stockholders of record at the close of business on February 19,
2001 (the "Record Date") are entitled to notice of, and to vote
at, the Annual Meeting. On the Record Date, our company had
approximately 10,447,251 shares of Common Stock, $0.01 par value
(the "Common Stock"), and no shares of preferred stock issued
and outstanding.

VOTING AND SOLICITATION

Each stockholder is entitled to one vote for each share of
Common Stock held by him.

Shares of Common Stock represented by properly executed proxies
will, unless such proxies have been previously revoked, be voted
in accordance with the instructions indicated thereon. In the
absence of specific instructions to the contrary, properly
executed proxies will be voted FOR the proposal to effect a one-
for-four reverse split of the Common Stock, FOR the change in the
name of our company, FOR the election of each person nominated by
the Board of Directors for election as a Director and FOR
ratification of the independent auditors. The effect of an
abstention or a broker nonvote on a proposal is the same as that
of a vote against such proposal. No business other than that set
forth in the accompanying Notice of Annual Meeting of
Stockholders is expected to come before the Annual Meeting.
Should any other matter requiring a vote of stockholders properly
arise, the persons named in the enclosed form of proxy (the
"Proxy Holders") will have discretionary authority to vote such
proxy in accordance with their best judgment on such matter.

Directors are elected by a plurality vote.

The cost of this proxy solicitation will be paid by our
company. Our company will reimburse brokerage firms and other
persons representing beneficial owners of shares for their
expenses in forwarding soliciting materials to
1

such beneficial owners. Proxies may be solicited by certain
of our company's Directors, officers, and employees, without
additional compensation, personally or by telephone or telegram.

REVOCABILITY OF PROXIES

Any proxy given pursuant to this solicitation may be revoked by
the person giving it at any time before its use by delivering to
our company a written notice of revocation or a duly executed
proxy bearing a later date or by attending the Annual Meeting and
voting in person. Attending the Annual Meeting in and of itself
will not constitute a revocation of a proxy.

DEADLINES FOR RECEIPT OF STOCKHOLDER NOMINATIONS, PROPOSALS AND
PROPOSALS FOR INCLUSION IN THE PROXY STATEMENT FOR THE 2002
ANNUAL MEETING

Section 2.5 of our company's Bylaws provides that nominations
may be made by the Board of Directors or by any stockholder
entitled to vote in the election of Directors generally, provided
that all stockholders intending to nominate Director candidates
for election must deliver written notice thereof to the Secretary
of our company, which notice must be received not less than sixty
nor more than ninety days prior to the meeting or, if less than
seventy days' notice or prior public disclosure of the date of
the meeting is given or made to stockholders, within ten days
after the date on which notice of such meeting is first given to
stockholders. Such notice must set forth certain information
concerning such stockholder and his or her nominee(s), including
their names and addresses, such other information as would be
required to be in the proxy statement soliciting proxies for the
election of the nominees of such stockholder and the consent of
each nominee to serve as a Director of our company if so elected.
The chairman of the Annual Meeting will refuse to acknowledge the
nomination of any person not made in compliance with the
foregoing procedure.

Our company's Bylaws also require that stockholders give
advance notice and follow certain other procedures with regard to
business they wish to bring before an annual meeting of
stockholders. Section 2.6 of our company's Bylaws provides that
all stockholders intending to bring business before the meeting
deliver written notice thereof to the Secretary of our company in
the same manner and within the same periods as required for
stockholder nominees for the Board of Directors, as described in
the preceding paragraph. Such notice shall set forth certain
information concerning such stockholder and the proposed
business, including any material interest of the stockholder in
such business. The chairman of the Annual Meeting will refuse to
permit business to be brought before the Annual Meeting if notice
is not given in compliance with the foregoing procedure.

We intend to hold our next Annual Meeting of Stockholders on or
about May 1, 2002. Stockholders seeking to include a proposal in
the Proxy Statement for our company's 2002 Annual Meeting must
ensure that such proposal is received at the executive offices of
our company on or before March 1, 2002. Inclusion of any such
proposal is subject to certain other requirements.

BOARD MEETINGS AND COMMITTEES

The business affairs of our company are managed by or under the
direction of the Board of Directors, although it is not involved
in day-to-day operations. During the year ended December 31,
2000, the Board of Directors met four times.

The Board of Directors of our company has standing Audit and
Compensation Committees.

Audit Committee. The Audit Committee recommends to the Board of
Directors the appointment of the firm selected to be independent
public accountants for our company and monitors and evaluates the
performance of such firm; reviews and approves the scope of the
annual audit and evaluates with the independent public
accountants our company's annual audit and annual consolidated
financial statements; reviews our company's financial reporting
policies and practices; reviews with management the status of
internal control procedures, adequacies of financial staff and
other matters and makes such recommendations to the Board of
Directors as may be appropriate; evaluates matters having a
potential financial impact on our company which may be brought to
its attention by management, the independent public accountants
or the Board of Directors; and reviews all public financial
reporting documents of our company. The current members of the
Audit Committee are Frank Jenkins (chairman), Edward Baran and
Barton Beek, each of whom is "independent" as defined in the NASD
listing standards. The Board of Directors has
2

adopted a written charter for the Audit Committee, a copy of
which is attached as Appendix A. The Audit Committee held
three meetings during fiscal 2000. See "Audit Committee
Report" below.

Compensation Committee. The Compensation Committee reviews and
makes recommendations to the full Board of Directors with respect
to the specific compensation to be paid or provided to executive
officers and also recommends incentive stock options under our
company's 2000 Omnibus Equity Incentive Plan. The current members
of the Compensation Committee are Messrs. Sharp, Beek and
Jenkins. Mr. Sharp is the Chairman. The Compensation Committee
held two meetings during fiscal 2000.

During the fiscal year ended December 31, 2000, each of the
Directors of our company attended all of the meetings of the
Board of Directors and all of the meetings of the committee(s) of
the Board on which he served during the period he served in such
capacities.

BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth names and certain other
information concerning our company's Directors and executive
officers, as of Februay 19, 2001:

TERM OF OFFICE
AS DIRECTOR
NAME AGE POSITION WILL EXPIRE
- --------------------------------------------------------------------------

James Mitchell 62 Chairman, Chief Executive 2001
Officer and Director

Andrew Detwiler 41 President and Director 2002

Edward Hughes 60 Chief Operating Officer 2003
and Director

Edward Baran 64 Director 2003

Barton Beek 77 Director 2002

Robert Detwiler 71 Director 2002

Frank Jenkins 64 Director 2001

Robert Sharp 65 Director 2001

Stephen Martino 44 Chief Financial Officer

Stephen Frank 48 Chief Legal Officer and
Secretary

Information with respect to the principal occupation during
the past five years of each nominee, each current Director and
each executive officer is set forth below. There are no family
relationships among Directors or executive officers of our
company except for Robert Detwiler being the father of Andrew
Detwiler.

James Mitchell became a Director in October 1988 and became
Chairman of our company on January 1, 1993 and served as Chief
Executive Officer between January 1, 1993 and August 30, 1999 and
again, since May 22, 2000. He also has served as President of our
company on January 1, 1997 and May 22, 2000. Mr. Mitchell is the
founder of one of our operating subsidiaries, James Mitchell & Co.
In 1973, Mr. Mitchell was a founding officer of Security First Group, a
financial services firm that pioneered the concept of marketing
insurance and annuity products through stock brokerage firms.
Before joining that firm, Mr. Mitchell served as Vice President
of Marketing for the Variable Annuity Life Insurance Company of
Houston, Texas. He attended Portland State University and is a
registered General Securities Principal with the NASD.

Robert Detwiler is Director and the President of one of our
principal subsidiaries, Fechtor, Detwiler & Co., Inc. ("Fechtor,
Detwiler"). Mr. Detwiler has been with Fechtor, Detwiler since
1975 since he invested in one third of that company. He owned
one third of Fechtor, Detwiler until the merger between that
company and JMC Group, Inc. in August 1999. He was named a
Director of our company May 22, 2000. Prior to joining Fechtor,
Detwiler, Mr. Detwiler had been employed in the securities
industry since 1957 at Smith Barney, Laird & Company and Wood,
Struthers & Winthrop. He is a registered General Securities
Principal with the NASD.

Edward Hughes has been with Fechtor, Detwiler for 14 years
serving as Director of Operations. He is currently Chief
Operations Officer and a Director of our company. He holds a
Bachelor of Science degree in Business Administration and an
Associates Degree in Finance from Northeastern University. Mr.
Hughes has served as a member and as Chairman of the 13th
District Committee of the NASD. He is a registered General
Securities and Financial Principal with the NASD.

Andrew Detwiler has been with Fechtor, Detwiler for 17 years
having previously served as Director of Research. Currently, Mr.
Detwiler serves as Managing Director of Capital Markets and as a
sales representative in the Instititutional Sales Department. He
became CEO of Fechtor, Detwiler on April 1, 2000. He also became
president of our company on May 22, 2000. He graduated from the
University of Vermont and is a registered General Securities
Principal with the NASD.

Edward Baran became a Director in August 1992. Mr. Baran,
who has spent more than forty years in the insurance business, is
currently Chairman and Chief Executive Officer of BCS Financial
Corporation, a financial services holding company. Prior to
joining BCS in November 1987, Mr. Baran was Vice Chairman,
President and Chief Executive Officer of Capitol Life Insurance
Company of Denver, Colorado. He is a graduate of Georgetown
University and a member of the Audit Committee of the Board of
Directors.

Barton Beek became a Director in January 1984. Mr. Beek is a
securities attorney specializing in mergers and acquisitions and
a senior partner of O'Melveny & Myers, a law firm that he joined
in 1955, with offices worldwide. Mr. Beek is a graduate of the
California Institute of Technology, the Stanford University
Graduate School of Business and Loyola College of Law. He is a
member of the Audit and Compensation Committees of the Board of
Directors.

Frank Jenkins is an Associate Professor of Finance at RPI
Lally School of Management in Hartford, Connecticut, and also
provides ongoing financial, marketing and business strategy
consulting to clients internationally. He was formerly the Chief
Financial Officer, Vice President and managing partner of
Harbridge House, Inc. for 25 years until it was purchased by
Coopers & Lybrand in 1993. Mr. Jenkins retired as Managing
Director of Coopers & Lybrand in 1998. He graduated from North
Carolina State University with a BSME and has a MBA from Wharton
School, University of Pennsylvania. He is currently on the Board
of Directors of Metro West Health, Inc., Metro West Community
Healthcare Foundation, Inc., Clark, Cutler & McDermott, Inc. and
the Boston Classical Orchestra. He is Chairman of the Audit
Committee and a member of the Compensation Committee of the Board
of Directors.

Robert Sharp became a Director in May 1995. Mr. Sharp
retired from his position as President and Chief Executive
Officer of Keyport Life Insurance Company in February 1992 after
having served in that position since 1979. Mr. Sharp is the past
chairman of the National Association for Variable Annuities and a
former director of the National Association of Life Companies.
Mr. Sharp is a graduate of the California State University at
Sacramento and is a registered Principal with the NASD. He is
also a director of Navallier Variable Funds, a mutual fund. He
is Chairman of the Compensation Committee of the Board of
Directors.

Stephen Martino became the Chief Financial Officer of our
company in October 1999. Prior to joining us, Mr. Martino was
Senior Vice President of Finance for Nvest, a New York Stock
Exchange listed firm with approximately $125 billion in assets
under management. Previously, he served in senior management
positions with First Data Corporation and KPMG Peat Marwick. He
received a BS in Business Administration, graduating magna cum
laude, from Northeastern University. He is a member of the
American Institute of CPAs.

Stephen Frank has been the Chief Legal Officer, Chief
Compliance Officer and Secretary of Fechtor, Detwiler & Co., Inc.
since 1993 and the Chief Legal Officer and Secretary of our
company since the merger. He has a BA in Psychology from C.W.
Post College and a JD from New York Law School. Mr.
Frank has served both as an arbitrator and as chairperson in NASD
sponsored arbitrations and has been a member of the
4

NYSE and NASD Content Committee for national continuing education. He is a
registered General Securities Principal with the NASD.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth certain information regarding
compensation paid during our company's last three fiscal years to
our Chief Executive Officer, President, Chief Operating Officer,
Chief Financial Officer and Chief Legal Officer (the "named
executive officers") (1):

LONG-TERM
COMPENSATION
AWARDS
SECURITIES
UNDERLYING ALL OTHER
ANNUAL COMPENSATION OPTIONS/ COMPENSATION
---------------------
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) SARS (#)(2) ($)(3)
- ----------------------------------------------------------------------------------------------------

James Mitchell, Chairman and 2000 $ 225,000 $ 105,000 0 $ 9,929
Chief Executive Officer 1999 $ 225,000 $ 61,868 125,000 $ 9,529
1998 $ 225,000 $ 0 0 $ 9,740

Andrew Detwiler, President (4) 2000 $ 0 $ 0 200,000 $ 1,132,250

Edward Hughes, Chief Operating Officer 2000 $ 102,308 $ 39,000 0 $ 3,069

Stephen Martino, Chief Financial Officer 2000 $ 161,637 $ 39,000 0 $ 4,099

Stephen Frank, Chief Legal Officer 2000 $ 90,000 $ 18,000 50,000 $ 2,700

(1) Messrs. Detwiler, Hughes, Martino and Frank only qualified as "named
executive officers" pursuant to the specification under Regulation S-K,
Item 402a(3) during 2000.

(2) The 125,000 shares listed under Long Term Compensation for Mr. Mitchell
are Incentive Stock Options granted under the 1993 Executive Stock
Option Plan. The 200,000 and 50,000 shares for Messrs. Detwiler and
Frank represent shares granted under our company's 2000 Omnibus Equity
Incentive Plan. Our company does not have any outstanding Stock
Appreciation Rights ("SARs").

(3) Amounts reported for Messrs. Mitchell, Detwiler, Hughes, Martino and
Frank in the "All Other Compensation" column include $5,100, $5,100,
$3,069, $4,099 and $2,700, respectively for 2000 and $4,700 and $4,911,
respectively, for 1999 and 1998 for Mr. Mitchell, representing our
company's contributions to its 401(k) Savings Plan on their behalf.
Additionally, Mr. Mitchell received benefits of $4,829 for each of
2000, 1999 and 1998, representing life insurance premiums advanced by our
company pursuant to a split dollar insurance agreement.

(4) Mr. Detwiler's compensation is solely commission-based. The amounts
shown reflect all compensation paid to Mr. Detwiler in all capacities.
5

OPTION GRANTS

The following table provides information related to grants
of options to purchase Common Stock to the named executive
officers during the 2000 fiscal year:

Individual Grants
- -------------------------------------------------------------------------
Potential Realizable
Percent of Total Value at Assumed
Number of Options/SARs Annual Rate of
Securities Granted to All Stock Price
Underlying Employees Exercise Price Appreciation for
Options/SARs During Fiscal or Base Price Expiration Option Term (2)
Name Granted(1) Year (1) ($/sh) Date 5% ($) 10%($)
- ---- ------------ ---------------- -------------- ---------- --------------------

Andrew Detwiler 200,000 13.50% $0.7188 12/05/10 $199,383 $257,597

Stephen Frank 50,000 3.37% $1.0000 06/22/10 $ 63,814 $ 80,526

(1) The option for Mr. Detwiler vests in annual installments
of 66,667, 66,667 and 66,666 shares beginning December 5,
2001. The option for Mr. Frank vests in annual installments
of 16,667, 16,667 and 16,666 shares beginning December 13,
2000. Our company does not have any outstanding SARs.

(2) The 5% and 10% assumed rates of appreciation are mandated
by rules of the Securities and Exchange Commission and do not
represent our company's estimate or projection of the future
Common Stock price. The potential realizable value for Mr.
Detwiler's option was calculated using the closing price of
the Common Stock on December 5, 2000 of $0.7188 per share.
The potential realizable value for Mr. Frank's option was
calculated using the closing price of the Common Stock on June
22, 2000 of $1.00 per share. The exercise prices were
determined by using the same closing prices on the date of
grant of the options.

OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUES

The following table provides information related to options
exercised by the named executive officers during the 2000 fiscal
year and the number and value of options held at fiscal year-end.

NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS/SARS AT FY- IN-THE-MONEY OPTIONS/
SHARES ACQUIRED VALUE END (#)(1)(2) SARS AT FY-END ($)(1)(2)
NAME ON EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------------------------------------------------------------------------------------------------

James Mitchell 0 0 141,667 83,333 $ 0 $ 0
Andrew Detwiler 0 0 233,334 266,666 $20,000 $ 0
Edward Hughes 0 0 83,334 66,666 $ 5,000 $ 0
Stephen Martino 0 0 33,334 66,666 $ 0 $ 0
Stephen Frank 0 0 16,667 33,333 $ 0 $ 0

________________________
(1) Our company does not have any outstanding SARs.

(2) The closing price for the Common Stock on December 29,
2000, as reported by the NASDAQ SmallCap Market, was
$0.625. Mr. Detwiler's exercisable options include
200,000 options to purchase common stock of
our company at a price of $0.10 per share granted under the
Fechtor, Detwiler & Co., Inc.'s 1999 Special Stock Option
Plan (the "1999 Plan") and no other in-the-money options
at the end of 2000. Mr. Hughes' exercisable options
include options to purchase 50,000 shares of common
stock at a price of $0.10 per share granted under the
1999 Plan and no other in-the-money options at the end of
2000. Messrs. Mitchell, Martino and Frank had no
in-the-money options
at the end of 2000.
6

COMPENSATION OF DIRECTORS

The members of the Board of Directors who are not full-time
employees of our company are entitled to receive reimbursement
for out-of-pocket expenses they incur in attending Board meetings
and otherwise performing their duties and receive fees of $1,000
for each meeting of the Board of Directors which they attend.
Members of committees additionally receive $500 per committee
meeting held on the same day as a Board of Directors' meeting, or
$1,000 per committee meeting if held on a different day. Non-
employee Directors receive formula grants of non-qualified stock
options under our company's 2000 Omnibus Equity Incentive Plan.
Options to acquire 24,000 shares of common stock are to be
granted within six months after an individual takes office as a
Director and options to acquire an additional 24,000 shares are
to be granted within six months after every third anniversary of
such Director's taking office. As reported in the Form 10-K for
the year ended December 31, 1997, on February 17, 1998, in
addition to their regular formula grants, all of the outside
Directors of our company, except for Mr. Jenkins, were each
granted stock options to purchase 25,000 shares of common stock
at a price of $1.125, which was equal to the closing price for
the common stock on June 30, 1998.

COMPENSATION COMMITTEE REPORT

During 2000, executive compensation policy and practice were
recommended to the Board by the Compensation Committee (the
"Committee"). The Committee is composed of Robert Sharp,
Chairman, Frank Jenkins and Barton Beek. The Committee held two
meetings during 2000.

No member of the Compensation Committee served as an officer
or employee of our company or its subsidiaries. No executive
officers of our company served during fiscal 2000 on the board of
directors of any company which had a representative on our
company's Board of Directors. No member of our company's Board
of Directors served during 2000 as an executive officer of a
company whose board of directors had a representative from our
company on its Board of Directors.

The Committee's compensation policy is to provide our
company's senior officers, including the executive officers named
in this proxy statement, with base salaries commensurate with the
base salaries of executives in our industry, augmented by (i)
performance-based bonuses and (ii) stock incentives, primarily
stock options. The objectives of the Committee's policies are to
attract and retain outstanding executives by providing
compensation opportunities comparable to those offered by other
companies in our industry, and to motivate and reward these
executives with bonuses and stock awards which link their total
compensation to the enhancement of shareholder values.

Mr. Mitchell is the only executive under an Employment
Agreement. His compensation was $225,000 for each of 2000,
1999 and 1998. His base salary of $225,000 was
established pursuant to a three-year employment contract entered
into in 1998. The contract was renewed as of January 1, 2001 for
an additional three-year term, amending it as well to increase
his base salary to $285,000 and providing for Mr. Mitchell to
participate in the same annual bonus award plan as other senior
executives of our company.

The Committee at its December 5, 2000 meeting considered the
operating results for 2000 (excluding merger-related costs) and
awarded cash bonuses to Messrs. Mitchell, Martino, Hughes and
Frank, the Chief Executive Officer, Chief Financial Officer,
Chief Operating Officer and Chief Legal Officer of our company,
respectively. The Committee also considered Andrew Detwiler's
contributions to our company but decided not to grant him a bonus
in addition to his commission-only compensation.

The Committee considers from time to time the grant of
options or other stock-based compensation awards to senior
executives of our company. The Committee has not developed any
specific formula for such awards. At its December 5, 2000
meeting, the Committee reviewed the accomplishments of our senior
officers and key employees and recommended to grant Andrew
Detwiler options to purchase 200,000 shares of common stock for
assuming the role of President of our company without taking
additional compensation to hold such office or participating in
the incentive bonus compensation plan of our company and to
reward him for his valuable contributions. Stephen Frank, Chief
Legal Officer of our company, also received options to purchase
50,000 shares of common stock during the year 2000. The
Committee noted that Robert Detwiler had made, and was expected
to continue to make, very substantial contributions to the
success of our company, but in view of his large shareholdings,
the Committee did not recommend grants of options to him at this
time.
7

This report shall not be deemed incorporated by reference by
any general statement incorporating this proxy statement by
reference into any filing under the Securities Acts, except to
the extent that our company specifically incorporates this
information by reference, and shall not otherwise be deemed
"filed" under such Acts.

The Compensation Committee of the Board of
Directors of Fechtor, Detwiler, Mitchell & Co.

Robert Sharp, Chairman
Barton Beek
Frank Jenkins

AUDIT COMMITTEE REPORT

The Audit Committee assists the Board of Directors in fulfilling
its oversight responsibilities relating to our company's
financial reporting process, its systems of internal accounting
and financial controls, and the independent audit of its
financial statements.

The Audit Committee has reviewed and discussed with management
the audited financial statements of our company for the fiscal
year ended December 31, 2000. The Audit Committee has reviewed
and discussed with PricewaterhouseCoopers LLP, our company's
independent accountants who are responsible for expressing an
opinion on the conformity of those audited financial statements
with generally accepted accounting principles, their judgment as
to the quality, not just the acceptability, of our company's
accounting practices and such other matters as are required to be
discussed by the independent accountants with the Audit Committee
under generally accepted auditing standards including the matters
required to be discussed by Statement on Auditing Standards No.
61.

The Audit Committee has also received the written disclosures
from PricewaterhouseCoopers LLP required by
Independence Standards Board Standard No. 1 and the Audit
Committee has discussed the independence of
PricewaterhouseCoopers LLP with that firm.

Based on the Audit Committee's review and discussions noted
above, the Audit Committee recommended to the Board of Directors
that our company's audited financial statements be included in
our company's Annual Report on Form 10-K for the fiscal year
ended December 31, 2000 for filing with the Securities and
Exchange Commission.

Respectfully Submitted: The Audit Committee
Frank Jenkins, chairman
Edward Baran
Barton Beek

PERFORMANCE GRAPH

The following chart compares the yearly percentage change in
the cumulative total stockholder return on the common stock
during the five fiscal years ended December 31, 2000 with the
cumulative total return on the S&P 500 Index and the NASDAQ
Financial Stocks Industry Index.

[PERFORMANCE CHART APPEARS HERE]

[Assumes $100 invested on December 31,1995 in NASDAQ Financial Stock Industry
Index, S&P 500 Index and Fechtor, Detwiler, Mitchell & Co.]

PERFORMANCE 1995 1996 1997 1998 1999 2000

NASDAQ 100.00 128.36 196.31 190.71 189.44 187.95
S&P 500 100.00 123.18 164.36 212.07 256.84 328.76
FEDM 100.00 106.95 72.41 103.53 151.77 68.98

[GRAPH APPEARS HERE]

The foregoing information shall not be deemed incorporated
by reference by any general statement incorporating by reference
this proxy statement into any filing under the Securities Act of
1933 or under the Securities Exchange Act of 1934, except to the
extent our company specifically incorporates this information by
reference, and shall not otherwise be deemed filed under such
Acts.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Unless otherwise noted below, the following table presents
certain information with respect to the ownership of the Common
Stock as of February 19, 2001 by each person known by our company
to own beneficially more than 5% of the Common Stock, by each
person who is a Director or nominee for Director of our company,
by each named executive officer and by all executive officers and
Directors of our company as a group:

SHARES OF COMMON STOCK
BENEFICIALLY OWNED
AS OF FEBRUARY 19, 2001 (1)
NAME NUMBER (2)(3) %
- -------------------------------------------------------------------------------------

Robert Detwiler (4)(5) 2,422,500 21.99%

James Mitchell 893,036 8.11%

Andrew Detwiler 476,293 4.32%

Edward Hughes 182,269 1.65%

Stephen Martino 75,279 *

Stephen Frank 67,508 *

Robert Sharp 199,000 1.81%

Frank Jenkins 174,000 1.49%

Barton Beek 156,000 1.41%

Edward Baran 45,000 *

All Executive Officers and Directors as a group (10 persons) 4,538,098 41.19%
Total outstanding shares 11,016,586

* Less than 1%
________________________

(1) All ownership figures include options to purchase shares
of common stock exercisable within 60 days of February 19,
2001, as set forth below. Except as otherwise noted below,
each individual, directly or indirectly, has sole or shared
voting and investment power with respect to the shares listed.

(2) Includes approximately 24,643, 7,959, 935, 1,945, 841 and
33,357 vested shares of common stock contributed by our
company to its 401(k) Savings Plan for Messrs. Mitchell, A.
Detwiler, Hughes, Martino, Frank and for all executive
officers and Directors as a group. Outside Directors do not
have 401(k) Plan holdings with our company.

(3) Includes options to purchase 141,667, 233,334, 83,334,
33,334, 16,667, 37,000, 4,000, 37,000, 33,000 and 569,335
shares of common stock for Messrs. Mitchell, A. Detwiler,
Hughes, Martino, Frank, Sharp, Jenkins, Beek, Baran and for
all executive officers and Directors as a group, respectively.

(4) Includes 200,000 shares of Common Stock for Mr. R.
Detwiler which represent shares held in trust to reimburse our
company for any shares issued by our company upon exercise of
stock options under the 1999 Special Stock Option Plan assumed
by our company after the merger. Reimbursed shares will be
summarily canceled upon receipt by our company.

(5) Includes 10,000 shares owned by Mr. Robert Detwiler's
wife to which he disclaims beneficial ownership.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934
requires our company's Directors and executive officers, and
persons who own more than 10% of a registered class of its equity
securities, to file with the Securities and Exchange Commission,
NASDAQ and the Pacific Stock Exchange initial reports of
ownership and reports of changes in ownership of common stock and
other equity securities of our company. Executive officers,
Directors and greater than 10% stockholders are required by
Securities and Exchange Commission regulations to furnish our
company with copies of all Section 16(a) reports they file.

Specific due dates for these reports have been established
and we are required to identify those persons who failed to
timely file these reports. To our knowledge, based solely on
review of the copies of such reports furnished to us and written
representations that no other reports were required, during the
fiscal year ended December 31, 2000, all Section 16(a) filing
requirements applicable to its executive officers, Directors and
greater than 10% beneficial owners were complied with except for
reports on Form 4 due in December 2000 and January 2001 to report
purchases by Frank Jenkins in November and December of 2000. The
underlying transactions were reported on Mr. Jenkins subsequent
Form 5 filed February 14, 2001.

I. PROPOSED AMENDMENT TO CERTIFICATE OF INCORPORATION

The Board of Directors has proposed submission to the
stockholders of the following amendment of the Certificate of
Incorporation of our company:

Article IV of the Certificate of Incorporation shall be
amended by inserting an additional paragraph as the first
paragraph of said Article, as follows:

"The shares of Common Stock outstanding on the Effective
Date hereof shall be consolidated, combined and
reconstituted to effect a one-for-four reverse stock split
of such Common stock, such that each Common share
outstanding on the Effective Date shall become one fourth of
a reconstituted share of Common Stock, two shares of Common
Stock outstanding on the Effective Date shall become one
half of a reconstituted share of Common Stock and three
shares of Common Stock outstanding on the Effective Date
shall become three fourths of a reconstituted share of
Common Stock. The "Effective Date" hereof shall be the day
upon which a Certificate of Amendment of the Certificate of
Incorporation of the Corporation setting forth this
paragraph shall be filed with the Secretary of State of
Delaware."

The approval of the proposed Amendment requires the
affirmative vote of the holders of a majority of the outstanding
shares of Common Stock.

EFFECT OF AMENDMENT ON OUTSTANDING SHARES

If adopted, the proposed Amendment (the "Reverse Split")
will change each outstanding share of Common Stock into one
fourth of a reconstituted Common Share (a "New Share"). Thus, if
the Amendment is adopted, there will be approximately 2,611,813
New Shares outstanding and our company will have no other
outstanding shares. The Amendment will not change the number of
authorized shares of Common Stock.

The total number of shares of Common Stock issuable upon
exercise of outstanding options to acquire such shares, and the
exercise price of such options, will be adjusted proportionally
to reflect the Reverse Split.

Under our company's Stockholders' Rights Plan, each share of
Common Stock will continue to have one preferred share purchase
right (a "Right") associated with it following the Reverse Split;
however, the number of shares of Preferred Stock issuable upon
the exercise of each Right will be proportionally adjusted.

FRACTIONAL SHARES

No fractional shares of Common Stock will be issued as a
result of the Reverse Split and fractional share interests will
not entitle the holder thereof to exercise any right of a
stockholder. In lieu of fractional shares resulting from the
Reverse Split, stockholders will be paid, in cash, the dollar
amount (rounded to the nearest whole cent), without interest,
determined by multiplying such fractional shares (after
aggregating all fractional shares of

Common Stock owned by such stockholder) by the average of the
reported closing prices for the shares on the NASDAQ Market
System for the ten trading days immediately preceding the Effective Date.

PROCEDURES FOR EXCHANGE OF CERTIFICATES

As soon as practicable after the Effective Date, our
company's Transfer Agent (the "Exchange Agent") will mail to the
registered holders of Common Stock a Letter of Transmittal and
instructions for surrender of Common Stock certificates for
certificates representing New Shares and, if applicable, cash in
lieu of fractional shares. Stockholders will not receive
certificates for New Shares unless and until their certificates
for shares of Common Stock have been surrendered with an
appropriate letter of transmittal. There will be no service
charge in connection with the issuance of certificates for New
Shares and cash in lieu of fractional shares following the
Reverse Split.

FEDERAL INCOME TAX CONSEQUENCES

The following summary of the federal income tax consequences
of the Reverse Split is based on current law, including the
Internal Revenue Code of 1986, as amended, and is for general
information only. The tax treatment for any stockholder may vary
depending upon the particular facts and circumstances of such
stockholder. Certain stockholders, including insurance
companies, tax-exempt organizations, financial institutions,
broker-dealers, non-resident aliens, foreign corporations and
persons who do not hold Common Stock of our company as a capital
asset, may be subject to special rules not discussed below.
ACCORDINGLY, EACH STOCKHOLDER SHOULD CONSULT HIS OR HER TAX
ADVISOR TO DETERMINE THE PARTICULAR TAX CONSEQUENCES TO HIM OR
HER OF THE REVERSE SPLIT, INCLUDING THE APPLICATION AND EFFECT OF
FEDERAL, STATE, LOCAL OR FOREIGN INCOME TAXES AND OTHER LAWS.

The receipt of whole New Shares (excluding fractional New
Shares) in the Reverse Split should be non-taxable for federal
income tax purposes. Consequently, a stockholder receiving New
Shares will not recognize either gain or loss, or any other type
of income, with respect to whole New Shares received as a result
of the Reverse Split. In addition, the aggregate tax basis of
such stockholder's shares of Common Stock prior to the Reverse
Split will carry over as the aggregate tax basis of the
stockholder's New Shares. The holding period of the New Shares
should also include the stockholder's holding period of the
Common Stock prior to the Reverse Split, provided that such
Common Stock was held by the stockholder as a capital asset on
the Effective Date.

Any stockholder who receives cash in lieu of a fractional
New Share pursuant to the Reverse Split will recognize gain or
loss equal to the difference between the amount of cash received
and the portion of the aggregate tax basis in his or her shares
of Common Stock allocable to such fractional New Share. If the
shares of Common Stock were held as a capital asset on the
Effective Date, then the stockholder's gain or loss will be a
capital gain or loss. Such capital gain or loss will be a long-
term capital gain or loss if the stockholder's holding period for
the shares of Common Stock is longer than eighteen months, a
short-term capital gain or loss if the stockholder's holding
period is twelve months or less and mid-term gain or loss if the
stockholder's holding period is longer than twelve months and
less than eighteen months.

Based on certain exceptions contained in regulations issued
by the Internal Revenue Service, our company does not believe
that it or its stockholders would be subject to backup
withholding or informational reporting with respect to cash
distributed in lieu of fractional New Shares.

REASONS FOR PROPOSED AMENDMENT

Our company has been advised by NASDAQ that the Common Stock
may no longer meet the requirements for continued listing and
trading on the NASDAQ Market System. Approval of the Reverse
Split is being proposed to address this requirement,
viz, the minimum bid price requirement of $1.00 per share.

Our company believes that if the Reverse Split is
effectuated, our company's Common Stock should initially have a
minimum bid price in excess of the $1.00 per share necessary to
satisfy the NASDAQ requirement. Our company would also need to
continue to satisfy all other maintenance criteria and there can
be no assurance that our company will be able to do so, or that,
even if these criteria are met, the Common Stock will continue to
be traded on the NASDAQ SmallCap Market.
12

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE AMENDMENT
TO THE CERTIFICATE OF INCORPORATION.

II. PROPOSED NAME-CHANGE AMENDMENT TO CERTIFICATE OF INCORPORATION

The Board of Directors has proposed the following amendment
of the Certificate of Incorporation:

Name Change Amendment

Article I shall be amended to read: "The name of the
Corporation is Detwiler, Mitchell & Co."

The approval of the proposed Amendment requires the
affirmative vote of the holders of a majority of the outstanding
shares of common stock.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NAME-
CHANGE AMENDMENT TO THE CERTIFICATE OF INCORPORATION.

III. ELECTION OF DIRECTORS

NOMINEES

Three of our company's total of eight Directors are to be
elected at the Annual Meeting. The Board of Directors of our
company has authorized the nomination at the Annual Meeting of
the persons named below as candidates. Unless otherwise directed,
the Proxy Holders will vote the proxies received by them for the
nominee named below. In the event that any nominee is unable or
declines to serve as a Director at the time of the Annual
Meeting, the proxies will be voted for any nominee who shall be
designated by the existing Board of Directors to fill the
vacancy. It is not expected the nominees will be unable or will
decline to serve as Directors.

Information with respect to the nominees to the Board of
Directors is set forth above in "Directors and Executive
Officers." The nominees are:

Frank Jenkins
James Mitchell
Robert Sharp

The Directors elected at this Annual Meeting will serve three-
year terms, until the annual meeting of stockholders in 2004, and
until their successors are duly elected.

REQUIRED VOTE

The affirmative vote of a plurality of the shares of Common
Stock present in person or represented by proxy and entitled to
vote is required for the election of each Director nominee.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF
THE PERSONS NOMINATED FOR ELECTION AS DIRECTOR.

IV. RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS

The Board of Directors is recommending the ratification of its
selection of PricewaterhouseCoopers LLP as independent
accountants to audit our financial statements for the current
fiscal year ending December 31, 2001. PricewaterhouseCoopers LLP
has audited our financial statements for calendar year 2000. In
October 2000, PricewaterhouseCoopers LLP was engaged by our
company to replace Deloitte & Touche LLP as our independent
accountants, pursuant to approval and recommendation by the Audit
Committee. We reported this change in a Current Report on Form 8-
K filed with the Securities and Exchange Commission ("SEC") on
October 16, 2000. Deloitte & Touche LLP's report on our 1999
financial statements did not contain any adverse opinion or
disclaimer of opinion and was not qualified or modified as to
uncertainty, audit scope or accounting principles, and during
1999 and the interim period through October 16, 2000 there were
no disagreements with Deloitte & Touche LLP on
13

any matter of accounting principles or practices or financial statement
disclosure, and no disagreements or differences of opinion
regarding any "reportable event" as defined in Item 304(a)(1)(v)
of SEC Regulation S-K.

PricewaterhouseCoopers LLP has advised our Audit Committee that
it is "independent" of us within the rules and guidelines of the SEC,
the American Institute of Certified Public Accountants and the
Independence Standards Board.

Audit Fees:
- -----------
Audit fees billed to our company by PricewaterhouseCoopers
for review of our annual financial statements and quarterly
financial statements included in quarterly reports on Form
10-Q for the year 2000 totaled $120,000.

We did not engage PricewaterhouseCoopers LLP to provide
advice regarding financial information systems design and
implementation during 2000.

Fees billed to our company by PricewaterhouseCoopers LLP
with respect to the year 2000 for all other non-audit services
rendered to our company including tax related services and
regulatory advisory services totaled $30,000.

The Audit Committee has concluded that the provision of the
other services including tax related services by
PricewaterhouseCoopers LLP is compatible with maintaining their
independence.

A representative of PricewaterhouseCoopers LLP is expected
to be present at the Annual Meeting, will have an opportunity to
make a statement if desired, and will be available to respond to
appropriate questions.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE
RATIFICATION OF INDEPENDENT ACCOUNTANTS.

OTHER MATTERS

The Board of Directors knows of no other business which will be
presented at the Annual Meeting. If any other business is
properly brought before the Annual Meeting, it is intended that
proxies in the enclosed form will be voted in respect thereof in
accordance with the judgments of the persons voting the proxies.
It is important that your shares be represented at the meeting,
regardless of the number of shares which you hold. WHETHER OR NOT
YOU INTEND TO BE PRESENT AT THE ANNUAL MEETING, YOU ARE URGED TO
COMPLETE, SIGN, AND RETURN YOUR PROXY PROMPTLY.

By Order of the Board of Directors

Dated: February 26, 2001