ROBERT L. CLARKE, COMPTROLLER OF THE CURRENCY, PETITIONER V.
SECURITIES INDUSTRY ASSOCIATION

   SECURITY PACIFIC NATIONAL BANK, PETITIONER V. SECURITIES INDUSTRY
ASSOCIATION

   No. 85-971 and 85-972

   In the Supreme Court of the United States

   October Term, 1985

   On Writ of Certiorari to the United States Court of Appeals for the
District of Columbia Circuit

   Brief for the Federal Petitioner

            TABLE OF CONTENTS
   Question Presented
   Opinions below
   Jurisdiction
   Statutory provisions involved
   Statement
   Summary of Argument
   Argument:
      The courts below erred in overturning the Comptroller's
      determination that bank offices offering only discount
      brokerage services are not branches within the meaning of
      the McFadden Act
       A. Respondent does not have standing to challenge the
          Comptroller's McFadden Act ruling because its claim
          does not fall within the zone of interests protected
          or regulated by the Act
       B. Offices of national banks that offer only discount
          brokerage services are not 0ranches under the McFadden
          Act
   Conclusion
   Appendix

                            OPINIONS BELOW

   The opinion of the court of appeals (Pt. App. 1a-3a) is reported at
758 F.2d 739.  The order and opinion of the court of appeals
respecting denial of the suggestion for rehearing en banc (Pt. App.
4a-9a) is reported at 765 F.2d 1196.  The opinion of the district
court (Pet. App. 10a-29a) is reported at 577 F. Supp. 252.

                             JURISDICTION

   The judgment of the court of appeals (Pet. App. 48a-49a) was
entered on April 12, 1985.  A petition for rehearing was denied on
July 12, 1985 (Pet. App. 4a-9a).  On October 1, 1985, the Chief
Justice extended the time for filing a petition for a writ of
certiorari to November 9, 1985.  On November 1, 1985, the Chief
Justice further extended the time for filing the petition to and
including December 9, 1985.  The petition for a writ of certiorari was
filed on that date and was granted on March 3, 1986.  The jurisdiction
of this Court is invoked under 28 U.S.C. 1254(a).

                     STATUTORY PROVISIONS INVOLVED

   The relevant statutory provisions are set forth at App., infra,
1a-2a.

                          QUESTIONS PRESENTED

   1. Whether an association of securities brokers, underwiters, and
investment bankers has standing to challenge the application of the
McFadden Act's branching limitations, 12 U.S.C. 36(c), to national
banks.

   2. Whether offices of national banks that offer only discount
brokerage services are "branches" within the meaning of Section 7(f)
of the McFadden Act, 12 U.S.C. 36(f).

                               STATEMENT

   1. a. Section 7(c) of the McFadden Act (the Act) (12 U.S.C. 36(c))
authorizes any national bank to establish branch offices in the state
in which it is located.  It may do so, however, only to the extent
that "such establishment and operation are at the time authorized to
State banks by the statute law of the State in question." 12 U.S.C.
36(c)(2).  See generally First National Bank of Logan v. Walker Bank &
Trust Co., 385 U.S. 252, 253 (1966).  /1/ By its terms, this
geographical limitation does not restrict the operation of all
national bank offices;  it applies only to the operation of national
bank "branches," which are defined by Section 7(f) of the Act (12
U.S.C. 36(f)) "to include any branch bank, branch office, branch
agency, additional office, or any branch place of business * * * at
which deposits are received, or checks paid, or money lent."

   In 1982, two national banks, Union Planters National Bank of
Memphis (Union Planters) and Security Pacific National Bank of Los
Angeles (Security Pacific), applied to the Comptroller of the Currency
for permission to open offices that would offer discount brokerage
services to the public.  /2/ Security Pacific's application stated
that these services initially would be offered at Security Pacific's
established branch offices throughout California, and eventually would
be provided at nonbranch offices in California and other states.  Pet.
App. 11a.  Union Planters' application stated that it planned to
acquire Brenner Steed & Associates, Inc. (Brenner Steed), an existing
discount brokerage firm, and that it intended to offer Brenner Steed's
services at selected Union Planters branches in Tennessee, as well as
at locations in six other states (id. at 10a-11a).

   On August 26, 1982, the Comptroller approved Security Pacific's
application, concluding that bank offices offering only discount
brokerage services are not "branches" within the meaning of the Act,
and therefore are not subject to the Act's geographical restrictions
on the locations where national bank offices may operate.  /3/ The
Comptroller first noted that the term "branch" is "statutorily defined
to include" any place "'at which deposits are received, or checks
paid, or money lent.'" Pet. App. 39a (quoting 12 U.S.C. 36(f)).  He
then determined that Security Pacific's discount brokerage offices
would not receive deposits, pay checks, or make loans (Pet. App.
39a-43a), and thus would not fall within the statutory definition.

   Although this conclusion sufficed to establish that the operation
of discount brokerage offices away from chartered branches would not
run afoul of the Act, the Comptroller also addressed the question
whether those offices nevertheless "could be found by a court to be
branches within the meaning of the McFadden Act" under any reading of
the statute (Pet. App. 43a).  He concluded that they could not.  Even
if the Act were read to provide that some bank offices that do not
perform even one of the three services enumerated in Section 36(f) are
branches, the Comptroller explained, such offices "should at the very
least" offer services involving "dealings with the public requiring a
specialized banking or similar license" (Pet. App. 43a-44a).  Discount
brokerage operations do not fall into this category.  Indeed, the
Comptroller explained that it would be inconsistent with settled
practice in the banking industry to find that securities brokerage
activities constitute a branch banking function, because a substantial
"number of banks currently operat(e) U.S. government or municipal
securities dealer offices that transact business with the public at
non-branch locations on both an intra-state and interstate basis." Id.
at 44a.  /4/

   2. In response to the Comptroller's decisions, respondent, a trade
association representing securities brokers, underwriters, and
investment bankers (see Pet. App. 10a), brought this action in United
States District Court for the District of Columbia.  Among other
things (see note 3, supra), respondent contended that bank discount
brokerage offices are branches within the meaning of Section 36(f) and
thus are subject to the geographical restrictions imposed by Section
36(c).  Respondent therefore argued that discount brokerage services
may be offered by national banks -- including Security Pacific and
Union Planters -- only at their central offices or at licensed
branches.

   In relevant part, the district court ruled for respondent.  The
court first held that respondent had standing to challenge the
Comptroller's implementation of the Act.  Although the court
acknowledged that the Act was passed "to equalize competi(ti)on
between state and national banks" (Pet. App. 20a), it nevertheless
held that respondent's claim fell "within the zone of interests
protected by the McFadden Act" (id. at 23a).  /5/ Relying on Arnold
Tours, Inc. v. Camp, 400 U.S. 45 (1970) and Association of Data
Processing Service Organizations v. Camp, 397 U.S. 150 (1970), which
held that bank competitors may challenge the implementation of the
Bank Service Corporation Act (12 U.S.C. 1861-1867), the district court
reasoned that there is no need for "any explicit expression in the
statute or its legislative history for the court to find that
(respondent) is within the (Act's) zone of interests" (Pet. App. 23a).
 It was enough, in the court's view, that the Act, read in conjunction
with the National Bank Act of 1864, "evince(d) the intent of Congress
to curb the scope of national banks' activities" (Pet. App. 24a).  If
national banks succeed in avoiding these curbs, the court stated,
respondent's members will be injured "just as" the bank competitors in
Arnold Tours and Data Processing Organizations had been harmed.

   On the merits, the court rejected the Comptroller's conclusion that
national bank offices offering only discount brokerage services are
not branches.  The court did not disagree with the Comptroller's
finding that such offices offer none of the three banking services
enumerated in Section 36(f) (that is, the receipt of deposits, the
payment of checks, or the making of loans).  Instead, the court took
issue with the Comptroller's primary conclusion that the Act's
branching restrictions apply only to bank offices that perform at
least one of the three activities listed in the statutory definition.
The court noted that Representative McFadden, in post-enactment
remarks, described the term "branch" to include a bank office that
"transact(s) any business carried on at the main (bank) office" (Pet.
App. 26a, quoting 68 Cong. Rec. 5816 (1927) (emphasis omitted)).  And
the district court read this Court's holding in First National Bank in
Plant City v. Dickinson, 396 U.S. 122 (1969), as requiring "a broader,
more flexible interpretation * * * of the statute than that followed
by the Comptroller" (Pet. App. 26a).

   The district court therefore ruled that the "brokerage business * *
* is within the category of 'general business' which national banks
may conduct at their main office and, as such, is subject to the
branching restrictions" (Pet. App. 28a).  The court accordingly
invalidated the Comptroller's ruling to the extent that it permitted
Union Planters and Security Pacific to offer discount brokerage
services at nonbranch locations.

   In a brief per curiam opinion, the court of appeals affirmed the
district court's ruling, "generally for the reasons stated" by the
district court (Pet. App. 2a).  Judge Scalia dissented from the
McFadden Act aspect of this holding, arguing that the district court
had "conflate(d) the constitutional requirement of injury in fact and
the separate requirement that 'Congress (have) intended to place the
plaintiffs within the zone of interests protected or regulated by the
statute'" (Pet. App. 3a (quoting Glass Packaging Institute v. Regan,
737 F.2d 1083, 1090 (D.C. Cir. 1984), cert. denied, No. 84-362 (Nov.
26, 1984)).  In Judge Scalia's view, only "state banks and possibly
federal banks" are within that zone (Pet. App. 3a).  He therefore
would have dismissed respondent's claims under the Act for lack of
jurisdiction.

   The Comptroller's petition for rehearing en banc /6/ was denied
(Pet. App. 4a-5a) over a dissent by Judge Scalia, joined by Judges
Bork and Starr.  Judge Scalia repeated his criticism of the court's
holding on standing, finding it "uncontroverted that (the Act's)
purpose was to establish competitive equality between state and
federal banks * * * .  Thus, state banks (and state banking
commissions) are obviously within the zone of interests protected by
the statute -- but the brokerage houses suing in the present case are
no more within it than are businesses competing for the parking spaces
that an unlawful branch may occupy" (id. at 6a).  In these
circumstances, Judge Scalia reasoned, the court's ruling "entirely
reduces the 'zone of interest' inquiry under the McFadden Act to an
inquiry into 'injury in fact'" (id. at 6a-7a).

   Judge Scalia also took issue with the court's holding on the
merits.  He noted that discount brokerage services are not one of the
activities enumerated in Section 36(f), and that the remarks of
Congressman McFadden relied upon by the district court were "made
after passage of the Act." Pet. App. 8a.  Judge Scalia also found this
Court's ruling in Plant City, which described the Section 36(f)
definition as "'suggest(ing) a calculated indefiniteness'" (Pet. App.
8a, quoting 396 U.S. at 135 (emphasis omitted)), to be "virtually
dispositive in favor of the Comptroller" (Pet. App. 8a (emphasis in
original)), since such a definition "presents precisely the situation
in which (the court's) deference to the agency should be at its
height" (ibid.).

                          SUMMARY OF ARGUMENT

   A. At the outset, the courts below erred in holding that respondent
has standing to assert its claim under the Act.  This Court repeatedly
has explained that a litigant is entitled to have a claim heard on the
merits only when the claim falls within the "zone of interests"
protected or regulated by the statute in question.  This zone of
interests requirement, like the other prudential limitations on
standing, safeguards separation of powers principles by ensuring that
persons who were consciously excluded from the administrative process
will not be able to manipulate the statutory scheme to achieve
purposes outside the contemplation of Congress.  At the same time,
application of the zone test serves to ensure the complete adversarial
presentation of the relevant issues before the court.

   Because the inquiry in a zone of interests case focuses on the
relationship between the congressional purpose and the plaintiff's
interests, resolution of that inquiry turns on the legislative
purpose.  And here, the usual indicia of congressional intent -- the
statutory language and legislative history -- plainly show that
respondent falls well outside the zone of interests protected by the
Act.  On its face, 12 U.S.C. 36(c) imposes limits on national banks
entirely in terms of the conduct authorized to state banks by state
law, which suggests that Congress did not intend to protect securities
brokers or other bank competitors when it passed the Act.  And this
proposition is unambiguously confirmed by the legislative history,
which establishes that the Act was intended to ensure "competitive
equality" between state and national banks by guaranteeing "that
neither (banking) system have advantages over the other in the use of
branch banking." First National Bank in Plant City v. Dickinson, 396
U.S. 122, 131 (1969).  Any benefits that respondent obtains from the
Act's branching restrictions are thus entirely incidental to the
purposes of the statute.

   Against this background, the courts below relied on two decisions
according standing to bank competitors, Arnold Tours, Inc. v. Camp,
400 U.S. 45 (1970) and Association of Data Processing Service
Organizations v. Camp, 397 U.S. 150 (1970), to hold that respondent's
claim falls within the zone of interests protected by the Act.  But
that reliance was misplaced.  In Arnold Tours and Data Processing
Organizations, the Court simply concluded that Congress, in the
statute at issue, "had provided competitor standing." United States v.
Richardson, 418 U.S. 166, 176 n.9 (1974) (emphasis added).  Indeed, it
was central to the Court's holding in those cases that the statute
there involved -- in contrast to the McFadden Act -- had not been
designed to benefit only a single group of bank competitors.  Here,
where Congress intended to regulate only the type of competitive
injury that state and national banks might inflict upon one another,
there is no reason to depart from the congressional purpose --
particularly when doing so would simply afford respondent's members a
windfall and unintended protection from the normal competition of the
marketplace.

   B. 1. The court of appeals' holding on the merits -- which casts
doubt on the validity of longstanding and widespread practices in the
banking industry -- also cannot be reconciled with the language and
legislative history of the Act.  Section 36(f) defines the term
"branch" to "include" any bank office "at which deposits are received,
or checks paid, or money lent." As the Comptroller explained in
detail, discount brokerage offices perform none of these functions --
and therefore cannot be deemed to be branches within the meaning of
the statute.  Section 36(f)'s use of the term "include" did not give
the courts below license to disregard the three enumerated functions:
that term relates not to the activities performed by a bank at a given
office but to the places at which the specified activities are carried
on.

   Again, the legislative history confirms that the Act means what it
says.  Debate on the Act centered almost exclusively on the concern
that national banks might obtain monopoly control over credit and the
money supply if permitted to branch;  because it is through the
receipt of deposits, the cashing of checks, and the making of loans
that credit and money are controlled, it is not surprising that
congressional discussion about the appropriate scope of restrictions
on branching referred only to bank offices that perform those
functions.  In contrast, during the three years that the Act was under
consideration, no suggestion was made that its branching limitations
would affect the nonbanking activities of national banks.

   The legislative background also makes plain that the omission of
brokerage operations from the functions enumerated in Section 36(f)
could not have been an oversight.  Congress was fully aware, at the
time of the Act's adoption in 1927, that national banks had long been
engaged in the buying and selling of securities on an interstate
basis.  Yet in the same legislative package in which it defined the
term "branch" and established Section 36(c)'s branching rules,
Congress specifically confirmed the authority of national banks to
continue to engage in the buying and selling of investment securities.
 Had Congress intended to require that these activities be performed
only at licensed branches in the bank's state of incorporation, it
presumably would have said so.

   2. In disregarding the Comptroller's construction of Section 36(f),
the courts below relied on Plant City, which suggested that the Act's
definition of "branch" contains "a calculated indefiniteness with
respect to the outer limits of the term." 396 U.S. at 135.  In Plant
City itself, however, the Court held the bank facility at issue to be
a branch because it performed one of the statutorily enumerated
functions (the taking of deposits);  the Court specifically declined
to decide whether bank offices that do not perform one of those
functions ever may be branches.  Moreover, as Judge Scalia noted in
dissent, if the statutory definition does contain a "calculated
indefiniteness," deference to the views of the agency charged with the
Act's administration should be at its height.  Indeed, the propriety
of the Comptroller's reading of the Act is confirmed by the banking
industry's longsettled and widespread practice of operating nonbanking
offices on an interstate basis -- a practice that has been expressly
noted by Congress.

   In any event, even if the three functions enumerated in Section
36(f) are not the only ones that characterize branches, the courts
below erred in holding that all bank operations must be conducted at
branch facilities.  The three functions listed in the statute must
have at least some bearing on the definition of the term branch;
their inclusion in Section 36(f) otherwise would have been wholly
superfluous.  And what the three have in common is each one's status
as a basic banking service.  Against this background, as the
Comptroller explained, even the broadest reading of Section 36(f) must
limit branches to those bank offices that require a specialized
banking or similar license.  This distinction between basic bank
services and the more peripheral activities that are performed by
banks is hardly novel:  in 12 U.S.C. (Supp. II) 24 Seventh, for
example, Congress distinguished the "business of banking" from the
"business of dealing in securities and stock." The courts below thus
erred in failing to defer to the Comptroller's careful distinction
between traditional bank services and discount brokerage operations.

                               ARGUMENT

 THE COURTS BELOW ERRED IN OVERTURNING THE COMPTROLLER'S DETERMINATION
THAT BANK OFFICES OFFERING ONLY DISCOUNT BROKERAGE SERVICES ARE NOT
BRANCHES WITHIN THE MEANING OF THE McFADDEN ACT

   Both aspects of the rulings below are flawed by a basic
misunderstanding of the meaning of the McFadden Act.  The purposes of
that statute are unambiguous:  it was written to assure competitive
equality between national and state banks.  Nonbanking entities such
as respondent that wish to obtain windfall relief from the competition
offered by national banks are thus wholly outside the zone of
interests protected or regulated by the Act.  And even apart from the
question of standing, the language and legislative history of the Act
-- which are bolstered by the Comptroller's consistent administrative
interpretation of the statute -- squarely establish that the Act's
branching restrictions apply only to bank offices that accept
deposits, cash checks, or make loans.  Offices that engage in the
buying and selling of securities plainly do not fall within this
category.

 A. Respondent Does Not Have Standing To Challenge The Comptroller's
McFadden Act Ruling Because Its Claim Does Not Fall Within The Zone Of
Interests Protected Or Regulated By The Act

   Before a plaintiff is accorded the right to sue in federal court,
he must do more than claim "injury in fact." Even "apart from
(satisfying) the 'case' or 'controversy' test" (Association of Data
Processing Service Organizations v. Camp, 397 U.S. 150, 153 (1970)),
the litigant must establish that his claim "fall(s) within "the zone
of interests to be protected or regulated by the statute * * * in
question.'" Valley Forge Christian College v. Americans United for
Separation of Church & State, Inc., 454 U.S. 464, 475 (1982) (quoting
Data Processing Organizations, 397 U.S. at 153).  This Court
repeatedly has explained that satisfaction of the zone of interests
requirement is a prerequisite to a finding of standing.  /7/ In
applying the test, the Court has thus indicated that if Congress
"intended to protect" a given category of litigants, those litigants
"would be within the zone of interests protected by (the statute at
issue) and would therefore have standing to bring an action" to
enforce that statute;  if the statute were "intended only to protect"
a different group of persons, however, "there would be no need to
provide (the first category of litigants) with any remedy at all."
Brock v. Pierce County, No. 85-385 (May 19, 1986), slip op. 7 n.7.
And here, respondent plainly is unable to establish that it is "within
the class of persons that the statutory provision was designed to
protect." Data Processing Organizations, 397 U.S. at 155.

   1. a. The zone of interest requirement, like other prudential
limitations on standing, bears a "close relationship to the policies
reflected in" Article III's case or controversy requirement.  Valley
Forge, 454 U.S. at 475.  See Glass Packaging Institute v. Regan, 737
F.2d 1083, 1088 (D.C. Cir. 1984).  It thus serves largely to safeguard
separation of powers principles, by "secur(ing) the benefits of a
statutory program for the groups that Congress intended to benefit."
Leaf Tobacco Exporters Ass'n v. Block, 749 F.2d 1106, 1111 (4th Cir.
1984).  Because "it is primarily the province of Congress to consider
and weigh the interests of those potentially affected by legislation
and subsequent administrative action," application of the zone test
ensures that persons consciously excluded from the administrative
process will not be able to manipulate the statutory scheme to achieve
purposes outside the contemplation of Congress.  Branch Bank & Trust
Co. v. NCUA, 786 F.2d 621, 622-23 (4th Cir. 1986).  See Tax Analysts &
Advocates v. Blumenthal, 566 F.2d 130, 139 (D.C. Cir. 1977), cert.
denied, 434 U.S. 1086 (1978).  Cf. Pierce County, slip op. 7 n.7.  As
Professor Jaffe put it, if the persons that "the law chooses to
protect are satisfied with the status quo though it may involve an
alleged violation (of the law), why should a stranger have a right to
insist on enforcement?" Jaffe, Standing Again, 84 Harv. L. Rev. 633,
637 (1971).  /8/

   At the same time, application of the zone of interests limitation
"ensure(s) the complete adversarial presentation of the issues before
the court" (Bank Stationers Ass'n v. Board of Governors, 704 F.2d
1233, 1236 (11th Cir. 1983));  it is thus related to the general rule
that a plaintiff must assert his own rights, rather than those of
third parties.  See Warth v. Seldin, 422 U.S. 490, 499 (1975);  Leaf
Tobacco Exporters Ass'n, 749 F.2d at 1111.  So far as the interests
that Congress sought to protect are concerned, a litigant who falls
outside the zone is, in substance, nothing more than a "'concerned
bystander( ).'" Valley Forge, 454 U.S. at 473 (quoting United States
v. Students Challenging Regulatory Agency Procedures (SCRAP), 412 U.S.
669, 687 (1973)).  Such a litigant is not ideally situated either to
advance legal arguments or to develop a factual record that sheds
light on the concerns that motivated Congress when it enacted the
statute at issue.  Consequently, in relation to the ends that Congress
intended to accomplish in adopting the legislation, there is
considerable danger that such a litigant's claims may not be presented
in a "'context conducive to a realistic appreciation of the
consequences of judicial action.'" Bender v. Williamsport Area School
District, No. 84-773 (Mar. 25, 1986), slip op. 7 (quoting Valley
Forge, 454 U.S. at 472).  Cf. Schlesinger v. Reservists Committee to
Stop the War, 418 U.S. 208, 221 (1974).

   b. Because the inquiry in a zone of interests case focuses on the
"critical relationship between congressional purpose and the
plaintiffs' interests" (Leaf Tobacco Exporters Ass'n, 749 F.2d at
1113), /9/ that inquiry requires informed consideration of the
legislative purpose.  Resolving such a case accordingly requires use
of the usual tools for discerning congressional intent:  the statutory
language and the legislative history.  Not surprisingly, this Court,
which has identified the relevant test as whether Congress "intended
to protect" a given class of litigants (Pierce County, slip op. 7
n.7), has looked at those basic sources in its zone of interest cases.
 See Arnold Tours, Inc. v. Camp, 400 U.S. 45, 46 n.3 (1970);  Barlow
v. Collins, 397 U.S. 159, 164-167 & n.7 (1970).  And the courts of
appeals have agreed that a plaintiff, before satisfying the zone
requirement, must produce "some indicia -- however slight -- that the
litigant before the court was intended to be protected, benefitted or
regulated by the statute under which suit is brought." Copper & Brass
Fabricators Council, Inc. v. Department of the Treasury, 679 F.2d 951,
952 (D.C. cir. 1982).  /10/

   Thus, the court of appeals generally have

      recognized that in applying the zone test a court must discern
      whether the interest asserted by a party in the particular
      instance is one intended by Congress to be protected or
      regulated by the statute under which suit is brought.  * * *
      Most courts also acknowledge that the sources pertinent to this
      examination are the language of the relevant statutory
      provisions and their legislative history.

   Control Data Corp. v. Baldrige, 655 F.2d 283, 293-294 (D.C. Cir.),
cert. denied, 454 U.S. 881 (1981) (footnotes omitted).  See, e.g.,
Branch Bank & Trust Co., 786 F.2d at 624-626;  Dialysis Centers, Ltd.
v. Schweiker, 657 F.2d 135, 138 (7th Cir. 1981);  Rodeway Inns of
America, Inc. v. Frank, 541 F.2d 759, 765-766 (8th Cir. 1976), cert.
denied, 430 U.S. 945 (1977);  AFGE v. Dunn, 561 F.2d 1310, 1321-1313
(9th Cir. 1977);  Bank Stationers, 704 F.2d at 1236;  Copper & Brass
Fabricators, 679 F.2d at 952.

   The Court also has taken a similar approach in related contexts.
In determining whether a statute forecloses review of administrative
action, for example -- an inquiry that is closely associated with the
zone of interests analysis (see, e.g., Data Processing Organizations,
397 U.S. at 156-157) -- the Court has held that "the preclusion issue
turns ultimately on whether Congress intended for that class (of
litigant) to be relied upon to challenge agency disregard of the law."
Block v. Community Nutrition Institute, 467 U.S. 340, 347 (1984).  And
when addressing the related question whether Congress intended a
statute to provide a litigant with a private cause of action, the
Court has "plainly stated that (the) focus must be on 'the intent of
Congress.'" Merrill Lynch, Pierce, Fenner & Smith, Inc. v. Curran, 456
U.S. 353, 377 (1982), quoting Texas Industries, Inc. v. Radcliff
Materials, Inc., 451 U.S. 630, 639 (1981).  See California v. Sierra
Club, 451 U.S. 287, 297-298 (1981);  Universities Research Ass'n v.
Coutu, 450 U.S. 754, 770 (1981).  In such cases, the Court has found
the surest sign of congressional intent to be the statutory language
and legislative history.  See Daily Income Fund, Inc. v. Fox, 464 U.S.
523, 535-536 (1984);  Sierra Club, 451 U.S. at 297-298;  Touche Ross &
Co. v. Reddington, 442 U.S. 560, 575-576 (1979).

   2. a. Here, the indicia of congressional intent uniformly show that
respondent falls well outside the zone of interests protected by the
Act.  Section 36(c) (emphasis added) -- the provision that respondent
is attempting to enforce -- on its face imposes limits on national
banks that are measured entirely in terms of the conduct "authorized
to State banks" by state law.  As the Chief Justice has noted, the
obvious implication of such language is that it "limit(s) branch
banking of national banks specifically in order to protect state banks
from the unrestricted competition of national banks." National Ass'n
of Securities Dealers v. SEC, 420 F.2d 83, 106 (D.C. Cir. 1969)
(Burger, J., concurring), rev'd on other grounds, 401 U.S. 617 (1971).
 This certainly suggests that Congress had no intention to protect or
benefit securities brokers, or other competitors of national banks,
when it passed the Act.  Cf. Community Nutrition Institute, 467 U.S.
at 346-347;  Barlow, 397 U.S. at 164.

   The legislative history of the Act confirms this conclusion.  It
establishes beyond dispute that the Act "was a response to the
competitive tensions inherent in a dual banking structure where state
and national banks coexist in the same area," and was designed to
guarantee "that neither system have advantages over the other in the
use of branch banking." Plant City, 396 U.S. at 131.  Prior to the
passage of the Act in 1927, the National Bank Act of 1864 had flatly
barred national banks from establishing branches.  See First National
Bank of Logan v. Walker Bank & Trust Co., 385 U.S. 252, 257 (1966);
First National Bank v. Missouri, 263 U.S. 640, 656 (1924).  State
banks, however, could branch as permitted by the laws of the
individual states.  This "intolerable" situation placed national banks
at a "considerable disadvantage" (H.R. Rep. 83, 69th Cong., 1st Sess.
6-7 (1926)) -- so much so that many national banks were driven to
surrender their national charters, or were forced out of business
altogether.  See Walker Bank, 385 U.S. at 257;  S. Rep. 473, 69th
Cong., 1st Sess. 7 (1926);  66 Cong. Rec. 1578, 1646 (1925) (remarks
of Rep. McFadden);  id. at 1580 (remarks of Rep. Wood);  id. at
1631-1632 (remarks of Rep. Williams);  id. at 1637 (remarks of Rep.
Hull);  id. at 1625, 1638 (remarks of Rep. Cellar);  id. at 4432
(remarks of Sen. Pepper).

   By allowing national banks to branch, the Act was intended to
"protect national banks from the unrestricted branch bank competition
of state banks." Plant City, 396 U.S. at 131.  See Walker Bank, 385
U.S. at 257-258.  At the same time, Congress protected state banks by
permitting national banks to branch only "in those cities where State
banks are allowed to have (branches) under State laws." H.R. Rep. 83,
supra, at 7.  /11/ The Act thus adopted what this Court and Congress
repeatedly have characterized as a policy of "competitive equality"
between national and state banks.  See Plant City, 396 U.S. at
131-134, 136, 138;  Walker Bank, 385 U.S. at 258, 261.  As the Court
has noted, the aim of fostering competitive equality was the "clearcut
purpose (of the Act) * * * forcefully expressed by both friend and foe
of the legislation at the time of its adoption" (id. at 261).  See,
e.g., S. Rep. 473, supra, at 14;  H.S. Rep. 83, supra, at 6-7;  66
Cong. Rec. 1580 (1925) (remarks of Rep. Wood);  id. at 1582 (remarks
of Rep. McFadden);  id. at 1627 (remarks of Rep. Stevenson);  id. at
1628, 1638 (remarks of Rep. Celler);  id. at 1632, 1634 (remarks of
Rep. Williams);  id. at 1637 (remarks of Rep. Hull);  id. at 1640
(remarks of Rep. Luce);  id. at 4432 (remarks of Sen. Pepper);  id. at
4435 (remarks of Sen. Glass);  id. at 4508 (remarks of Sen. Couzens);
67 Cong. Rec. 8297, 8352 (1926) (remarks of Sen. Pepper);  id. at 8352
(remarks of Sen. McLean).

   This legislative history plainly establishes that, while respondent
may benefit from the restrictions imposed by the Act, those benefits
"are 'wholly incidental to the purpose and design of the program,'"
Dialysis Center, 657 F.2d at 138 (quoting Geriatrics, Inc. v. Harris,
640 F.2d 262, 265 (10th Cir., cert. denied, 454 U.S. 832 (1981)).  See
generally Control Data, 655 F.2d at 295.  Thus, as Judge Scalia
explained, "the brokerage houses suing in the present case are no more
within (the zone of interests protected by the Act) than are
businesses competing for the parking spaces that an unlawful branch
may occupy." Pet. App. 6a.  /12/

   b. Against this background, the courts below relied on Data
Processing Organizations and Arnold Tours to hold that respondent's
claim falls within the zone of interests protected by the Act.  But
that reliance was misplaced.  Those cases involved, respectively,
challenges brought by data processors and by travel agents under
Section 4 of the Bank Service Corporation Act, 12 U.S.C. 1864, /13/ to
rulings by the Comptroller permitting banks to offer data processing
and travel services to their customers.  In allowing the challenges to
proceed, the Court in those cases held only that, in the face of
congressional silence about who is to benefit from given legislative
action, the zone test is satisfied when "Congress ha(s) arguably
legislated against the competition that the (plaintiff seeks) to
challenge." Investment Co. Institute, 401 U.S. at 620.  See Arnold
Tours, 400 U.S. at 46;  Data Processing Organizations, 397 U.S. at
155-156.  As the Court subsequently explained, its holdings in those
cases amounted to a conclusion that Congress, in the Bank Service
Corporation Act, "had provided competitor standing." United States v.
Richardson, 418 U.S. 166, 176 n.9 (1974) (emphasis added).  See
Investment Co. Institute, 401 U.S. at 641 (Harlan, J., dissenting);
Leaf Tobacco Exporters Ass'n, 749 F.2d at 1115.  /14/ Cf. Pierce
County, slip op. 7 n.7.

   Indeed, it was central to the Court's holding in those cases that
the Bank Service Corporation Act had not been designed for the purpose
of benefitting only a single group of bank competitors.  The Court in
Arnold Tours thus suggested that travel agents might have been
foreclosed from bringing suit had there been "any legislative history
showing that Congress desired to protect data processors alone from
competition." 400 U.S. at 46 (footnote omitted).  And the Court in
Data Processing Organizations reaffirmed the holding of Hardin v.
Kentucky Utilities Co., 390 U.S. 1 (1968), that a litigant may bring
suit when he is "within the class of persons that the statutory
provision was designed to protect." 397 U.S. at 155.  /15/ See Glass
Packaging Institute, 737 F.2d at 1089.

   Here, as we explain above, there is no doubt that Congress had only
one type of competitive injury in mind when it passed the Act -- the
type that national and state banks might inflict upon each other.
Compare Barlow, 397 U.S. at 164-165.  In these circumstances, there is
no reason to depart from the congressional purpose, particularly when
doing so would simply afford respondent's members a windfall and
unintended protection from the normal competition of the marketplace.
Cf. Brunswick Corp. v. Pueblo Bowl-O-Mat, Inc., 429 U.S. 477 (1977);
Carnation Co. v. Pacific Westbound Conference, 383 U.S. 213, 218
(1966).  Instead, "(w)here Congress has * * * clearly defined the
class to be protected, the zone test * * * prevent(s) groups outside
of the class from usurping the legislative entitlement." Leaf Tobacco
Exporters Ass'n, 749 F.2d at 1115.  See Branch Bank & Trust Co., 786
F.2d at 626;  Bank Stationers Ass'n, 704 F.2d at 1235-1236;  Dialysis
Centers, 657 F.2d at 138;  In re Swearingen Aviation Corp., 605 F.2d
125, 127 (4th Cir. 1979);  Rodeway Inns, 541 F.2d at 766;  Jaffe,
supra, 84 Harv. L. Rev. at 634.  Cf. Community Nutrition Institute,
467 U.S. at 346-347.

   This case differs from Data Processing Organizations and Arnold
Tours in another respect as well.  Had the plaintiffs in either of
those cases been held to be outside the zone of interests, judicial
review of the agency action would have been effectively precluded
because no other party would have been entitled to bring suit.  While
that circumstance was not, of itself, sufficient to require a finding
that the plaintiffs had standing to sue (see Valley Forge, 454 U.S. at
489), in determining whether a litigant is within the congressionally
intended zone of interests a court may properly consider whether its
ruling would "effectively frustrate any challenge to the regulations
in question." National Ass'n of Securities Dealers, 420 F.2d at 108
(Burger, J., concurring).  See also Albert, Standing to Challenge
Administrative Action:  An Inadequate Surrogate for Claim for Relief,
83 Yale L.J. 425, 472 (1974).  Here, of course, denying respondent
standing would not preclude judicial review of the Comptroller's
branching decisions:  state banks (and other national banks)
historically have been vigilant in policing the Comptroller's
application of the Act.  /16/ Cf. National Ass'n of Securities
Dealers, 420 F.2d at 106 (Burger, J., concurring).  /17/

 B. Offices Of National Banks That Offer Only Discount Brokerage
Services Are Not Branches Under The McFadden Act

   The court of appeals also seriously erred in holding on the merits
that national bank offices offering only discount brokerage services
are branches within the meaning of Section 36(f).  That holding will
have a substantial and disruptive effect on the Nation's banking
industry.  It throws into question the propriety of the more than 60
applications from national banks seeking permission to engage in the
discount brokerage business that currently are pending before the
Comptroller.  And because discount brokers charge low commissions and
depend for their profits on a high volume of business (cf. Securities
Industry Ass'n v. Board of Governors, No. 83-614 (June 28, 1984), slip
op. 1 n.2;  Pet. App. 11a), the court of appeals' ruling raises
substantial practical barriers to the ability of national banks to
compete with brokerage houses that are not subject to geographical
limitations.

   The court of appeals' construction of the Act also creates
anomalous and disruptive distinctions within the banking industry.
Under this Court's decision in Securities Industry Ass'n v. Board of
Governors, supra, bank holding companies may offer discount brokerage
services that are not subject to grographical restrictions.  But that
ruling cannot benefit the smaller and medium-sized national banks that
are not affiliated with holding companies.  The decision below,
moreover, casts a cloud of uncertainty over the authority of all
national banks to continue operating, without regard to the Act's
branching restrictions, the hundreds of bank offices that offer
nonbanking services to the public on an interstate basis (see pages
36-37, infra).  Despite its wide impact, however, the court of
appeals' ruling on the merits -- which flatly rejected the reading of
the statute by the agency charged with its administration -- cannot be
reconciled with the plain language of the Act, with its legislative
history, or with settled practice in the banking industry.

   1. a. This Court repeatedly has held "that the starting point for
interpreting a statute is the languate of the statute itself(, and)
(a)bsent a clearly expressed legislative intention to the contrary,
that language must ordinarily be regarded as conclusive." Consumer
Product Safety Comm'n v. GTE Sylvania, Inc., 447 U.S. 102, 108 (1980).
 See Board of Governors v. Dimension Financial Corp., No. 84-1274
(Jan. 22, 1986), slip op. 6.  Here, the controlling statutory
provision specifically defines the term "'branch' * * * to include any
branch bank, branch office, branch agency, additional office, or any
branch place of business * * * at which deposits are received, or
checks paid, or money lent." 12 U.S.C. 36(f) (emphasis added).  As the
Comptroller explained in detail (Pet. App. 39a-43a), discount
brokerage offices perform none of these functions -- and therefore
cannot be deemed to be branches within the meaning of Section 36(f).
When the statute speaks with such specificity, there is no room for
the courts to substitute a different definition for the one chosen by
Congress.  See Dimension Financial Corp., slip op. 6-7, 12;  United
States v. Sisson, 399 U.S. 267, 297-298 (1970).  This is especially so
when, as here, the agency administering the Act consistently has
adhered to the statute's definitional terms.

   Because the statute uses the word "include," the courts below
evidently reasoned that the three enumerated functions that
characterize a branch -- receiving deposits, paying checks, and making
loans -- were intended by Congress only to be illustrative (see Pet.
App. 26a-27a).  Given the structure of the statutory definition,
however, the approach taken below plainly is a misreading of Section
36(f):  "(t)he term 'include' * * * does not relate to the activities
involved but refers to the places at which the specified activities of
receiving deposits, paying checks and lending money are carried out.
The places may include branch banks, branch offices, branch agencies,
additional offices, mobil trucks (and) electronic devices."
Continental Illinois National Bank v. Illinois ex rel. Lignoul, No.
76-C-2209 (N.D. Ill. Nov. 9, 1976), slip op. 17-18 (emphasis added)
(reprinted in Gov't C.A. Br. Addendum C).  The statutory language thus
should have been dispositive.

   b. The courts below nevertheless reasoned that the Act's
legislative history justified their refusal to apply what they
acknowledged to be the Comptroller's "literal reading of the statute"
(Pet. App. 25a).  In fact, however, the legislative background, to the
extent that it sheds any light at all on the issue here, supports the
conclusion that bank offices are subject to the Act's branching
restrictions only when they perform one of the three functions
enumerated in Section 36(f).  Debate on the Act centered almost
exclusively on the concern, expressed by both proponents and opponents
of liberalized branching laws, that national banks might obtain
monopoly control over "credit and money" if permitted to branch.  66
Cong. Rec. 4438 (1925) (remarks of Sen. Reed).  See, e.g., id. at 1569
(remarks of Rep. Nelson);  id. at 1582 (remarks of Rep. McFadden);
id. at 1624-1625 (remarks of Rep. Goldsborough);  id. at 1628-1629
(remarks of Rep. Stevenson);  id. at 1633 (remarks of Rep. Williams);
id. at 1637 (remarks of Rep. Hull);  id. at 1647 (remarks of Rep.
Wingo);  id. at 4437, 4506 (remarks of Sen. Reed);  id. at 4527
(remarks of Sen. Heflin);  67 Cong. Rec. 2832 (1926) (remarks of Rep.
McFadden);  id. at 2839 (remarks of Rep. Nelson);  id. at 2850
(remarks of Rep. Steagall).  It is, of course, through the receiving
of deposits, cashing of checks, and making of loans that the money
supply and credit are controlled;  not surprisingly, then, the
congressional discussion about the appropriate scope of restrictions
on branching referred only to bank offices that performed these
functions.  See, e.g., 66 Cong. Rec. 1628 (1925) (remarks of Rep.
Stevenson);  id. at 4433 (remarks of Sen. Shipstead);  id. at 1633
(remarks of Rep. Williams);  id. at 4527 (remarks of Sen. Heflin);  67
Cong. Rec. 2855 (1926) (remarks of Rep. Kurtz).  /18/

   In contrast, during the three years that the Act was under
consideration (see 66 Cong. Rec. 1581 (1925) (remarks of Rep.
McFadden)), no suggestion was made that its branching restrictions
would affect the nonbanking activities of national banks.  And this
omission was significant.  Shortly after the enactment of the National
Bank Act in 1864, this Court held that national banks were empowered
to conduct operations that were incidental to the banking business
away from their main offices.  Merchants' Bank v. State Bank, 77 U.S.
(10 Wall.) 604, 651 (1870).  See also Lowry National Bank, 29 Op.
Att'y Gen. 81, 87 (1911).  Banks subsequently developed a substantial
volume of such business -- including, very notably, the buying and
selling of securities.  See pages 31-33, infra.  As a statute
generally designed to liberalize branching rules, it is hardly likely
that the McFadden Act was intended, for the first time, to subject
offices conducting these activities to regulation as branches.

   c. The legislative background also makes plain that the omission of
brokerage operations from the functions enumerated in Section 36(f)
could not have been an oversight.  At the time of the Act's enactment
in 1927, "(i)t (was) a matter of common knowledge that national banks
(had) been engaged in the investment-securities business * * * for a
number of years." H.R. Rep. 83, supra, at 2.  See S. Rep. 473, supra,
at 7.  Representative McFadden himself acknowledged that the buying
and selling of securities had "become a recognized service which a
bank must render." 66 Cong. Rec. 1585-1586 (1925) (remarks of Rep.
McFadden).  /19/ Similarly, Congress was aware that these securities
activities were not subject to the National Bank Act's bar on
branching, and thus were conducted "to a very large extent throughout
the country." 67 Cong. Rec. 8351 (1926) (remarks of Sen. Pepper).
/20/

   Yet in the same legislative package in which it defined the term
"branch" and established Section 36(c)'s branching rules, Congress
specifically confirmed the authority of national banks -- previously
exercised under their "incidental charter powers" (H.R. Rep. 83,
supra, at 3) -- "to continue to engage in the business of buying and
selling investment securities." S. Rep. 473, supra, at 7.  See Act of
Feb. 25, 1927, ch. 191, Section 2, 44 Stat. 1226;  /21/ H.R. Rep. 83,
supra, at 2, 3.  Had Congress intended to require that these
activities be carried out only at licensed branches in the bank's
state of incorporation, it presumably would have said so (cf. St.
Louis County National Bank v. Mercantile Trust Co., 548 F.2d 716, 721
(8th Cir. 1976) (Henley, J., dissenting), cert. denied, 433 U.S. 909
(1977));  that Congress discussed the securities business in one
section of the statute while pointedly omitting it from Section 36(f)
strongly indicates that the omission was intentional.  /22/ See
generally Lawrence County v. Lead-Deadwood School District, No. 83-240
(Jan. 9, 1985), slip op. 10;  Lehman v. Nakshian, 453 U.S. 156, 162
(1981);  Fedorenko v. United States, 449 U.S. 490, 512 (1981);  Bates
v. Brown, 72 U.S. (5 Wall.) 710, 718 (1866).  And again, there is no
reason to assume that a statute designed both to confirm the authority
of national banks to engage in the securities business and to
liberalize branching rules also contained an unspoken intent to
curtail dramatically the securities operations of those banks.  /23/

   d. The courts below also felt free to disregard the Comptroller's
construction of Section 36(f) because they found it inconsistent with
this Court's statement in First National Bank in Plant City v.
Dickinson, supra (see Pet. App. 26a-27a) that

      (a)lthough the definition (in Section 36(f)) may not be a model
      of precision, in part due to its circular aspect, it defines the
      minimum content of the term "branch";  by use of the word
      "include" the definition suggests a calculated indefiniteness
      with respect to the outer limits of the term.  However, the term
      "branch bank" at the very least includes any place for receiving
      deposits or paying checks or lending money apart from the
      chartered premises;  it may include more.

   396 U.S. at 135 (emphasis in original).  The Court in Plant City
then held that two off-premises banking services owned and operated by
a national bank -- an armored car messenger service that received cash
and checks for deposit and a stationary receptacle for customer
deposits (see id. at 125-129) -- were branches within the meaning of
Section 36(f) because they "received * * * deposit(s)" (396 U.S. at
137).

   On close examination, it is plain that the Comptroller's analysis
here is entirely consistent with Plant City.  To the extent that the
language quoted above leaves open the possibility that branches may
include bank offices other than those performing one of the three
enumerated functions, the Court expressly declined to resolve the
issue;  its opinion was explicitly "confine(d) * * * to the question
of whether deposits were received" at the challenged off-premises
facilities (396 U.S. at 135).  Indeed, if the Court had meant to hold
that all bank offices are branches, its extensive consideration of the
question whether the facilities at issue received deposits would have
been unnecessary.  See id. at 135-138.

   Insofar as the Plant City dictum is relevant at all, then, it
should be deemed "virtually dispositive in favor of the Comptroller"
(Pet. App. 8a) (Scalia, J., dissenting) (emphasis omitted)).  As Judge
Scalia noted, a statute "containing a 'calculated indefiniteness'
presents precisely the situation in which (a court's) deference to the
agency should be at its height" (ibid.).  See generally United States
v. Riverside Bayview Homes, Inc., No. 84-701 (Dec. 4, 1985), slip op.
7-8;  Chevron U.S.A. Inc. v. Natural Resources Defense Council, Inc.,
467 U.S. 837, 843-845 (1984);  Board of Governors v. Investment Co.
Institute, 450 U.S. 46, 56 & n.21 (1981).  And the "Comptroller's
conclusion that discount brokerage houses do not fall within the range
of indefiniteness -- or indeed that the range includes only the
enumerated functions -- cannot by any means be considered
unreasonable" (Pet. App. 8a-9a (emphasis in original)).

   The deference due the Comptroller is reinforced by the fact that
the court of appeals' novel reading of the statute would disrupt long
settled practice in the banking industry.  For many years, the
Comptroller has permitted national banks to operate loan production
offices, government and municipal securities offices, trust offices,
credit card and record facilities, and similar operations -- which do
not carry on any of the three functions enumerated in Section 36(f) --
on an interstate basis, without regard to the Act's branching
limitations.  See Pet. App. 44a.  See generally 12 C.F.R. 7.7380;
Whitehead, Regional Forces for Interstate Banking, Fed. Res. Bank of
Atlanta Econ. Rev. 4, 17-18 (1983);  Glidden, The Regulation of
National Banks' Subsidiaries, 40 Bus. Law. 1299, 1304, 1315 (1985).
See also page 37 & note 24, infra.  Indeed, as of 1983, banks operated
more than 200 loan production offices interstate.  See Whitehead,
supra, Fed. Res. Bank of Atlanta Econ. Rev. at 17.  The decisions
below cannot be reconciled with this established practice.  In these
circumstances, "the longstanding administrative construction of the
statute should 'not be disturbed except for cogent reasons'" of a sort
that plainly have not been advanced here.  Zenith Radio Corp. v.
United States, 437 U.S. 443, 457-458 (1978) (quoting McLaren v.
Fleischer, 256 U.S. 477, 481 (1921)).  Cf. Securities Industry Ass'n
v. Board of Governors, No. 82-1766 (June 28, 1984), slip op. 21-22.

   The legitimacy of these bank activities, moreover, has been
confirmed by subsequent congressional action.  When Congress was
considering the International Banking Act of 1978 (IBA), Pub. L. No.
95-369, 92 Stat. 607 et seq., the interstate operation of loan
production offices repeatedly was called to Congress's attention.
/24/ And Congress specifically acknowledged the use of loan production
offices by banks, noting that the existence of these offices and other
multistate banking operations meant that "the avenues of interstate
activity open to domestic banking organizations are significant." S.
Rep. 95-1073, 95th Cong., 2d Sess. 8 (1978).  See 124 Cong. Rec. 9081
(1978) (remarks of Rep. St Germain);  id. at 9095 (remarks of Rep.
Annunzio);  122 Cong. Rec. 24403 (1976) (remarks of Rep. Stephens).
Congress accordingly noted that foreign banks, which are not subject
to the McFadden Act's restrictions, had a competitive advantage over
domestic banks primarily in that they were permitted "to receive
deposits, make loans, and pay checks at banking offices located in
several States" -- a factor that took on particular importance because
"the essence of banking is the ability to receive deposits." S. Rep.
95-1073, supra, at 8.  See 122 Cong. Rec. 24403 (1976) (remarks of
Rep. St Germain).

   While Congress took steps in the IBA to assure the competitive
equality of foreign and domestic banks (see 124 Cong. Rec. 9081 (1978)
(remarks of Rep. St Germain);  id. at 9082 (remarks of Rep. Reuss);
id. at 9099 (remarks of Rep. Rousselot)) -- and simultaneously
commissioned a study on the McFadden Act's applicability to "the
present financial, banking, and economic environment" (Section 14(a),
92 Stat. 625) -- it took no action to disapprove the multistate
operation by national banks of offices conducting a nonbanking
business.  This sort of congressional acquiescence in the
Comptroller's administrative practice suggests that the agency's
interpretation of the scope of the Act's branching restrictions should
be deemed authoritative.  See, e.g., Connecticut Department of Income
Maintenance v. Heckler, No. 83-2136 (May 20, 1985), slip op. 7, 13;
United States v. Rutherford, 442 U.S. 544, 554 (1979).

   2. Even if the three functions enumerated in Section 36(f) are not
the only ones that characterize branches, the courts below erred in
holding that all operations undertaken by banks -- including
nonbanking operations such as discount brokerage -- must be conducted
at branches.  The three functions enumerated in Section 36(f), if not
wholly dispositive, must have at least some bearing on the definition
of the term "branch";  their inclusion in the statute otherwise would
have been wholly superfluous.  See Exxon Corp. v. Hunt, No. 84-978
(Mar. 10, 1986), slip op. 14;  Mountain States Telephone & Telegraph
Co. v. Pueblo of Santa Ana, No. 84-262 (June 10, 1985), slip op. 11.
/25/ What those functions have in common, of course, is each one's
status as a "basic bank(ing) service ( )" (Plant City, 396 U.S. at
137).  See Melton v. Unterreiner, 575 F.2d 204, 207 n.4 (8th Cir.
1978) ("While many banks today perform a large number of services,
basically the business of 'banking' consists of accepting deposits,
cashing checks, discounting commercial paper, and making loans of
money.");  Leuthold v. Camp, 273 F. Supp. 695, 700 (D. Mont. 1967),
aff'd, 405 F.2d 499 (9th Cir. 1969).  As a result, courts have
characterized the test of a branch as whether the office at issue
performs "routine banking function(s)" (Illinois ex rel. Lignoul v.
Continental Illinois National Bank & Trust Co., 536 F.2d 176, 178 (7th
Cir.), cert. denied, 429 U.S. 871 (1976)) or "traditional banking
transaction(s)." Colorado ex rel. State Banking Board v. First
National Bank, 540 F.2d 497, 500 (10th Cir. 1976), cert. denied, 429
U.S. 1091 (1977).  See also Independent Bankers Ass'n of America v.
Smith, 534 F.2d 921, 943 (D.C. Cir.), cert. denied, 429 U.S. 862
(1976).  Against this background, as the Comptroller explained, even
the broadest reading of Section 36(f) must "at the very least be
limited to those dealings with the public requiring a specialized
banking or similar license" (Pet. App. 43a-44a).  /26/

   This distinction between basic bank services and the more
peripheral activities that are performed by banks has been recognized
in other contexts by Congress and the Court.  In 12 U.S.C. (Supp. II)
24 Seventh, for example, Congress specifically included within the
definition of the "business of banking" "discounting and negotiating
promissory notes, drafts, bills of exchange, and other evidences of
debt;  * * * receiving deposits;  * * * buying and selling exchange,
coin, and bullion;  * * * loaning money on personal security;  and * *
* obtaining, issuing, and circulating notes." Cf. Melton, 575 F.2d at
207 n.4.  The brokerage business is not included on this list of
traditional banking activities.  To the contrary, the next sentence of
12 U.S.C. (Supp. II) 24 Seventh separately authorizes national banks
to undertake, to a limited extent, the "business of dealing in
securities and stock." Similarly, this Court has upheld the right of
bank holding companies to acquire discount brokerage firms under the
Bank Holding Company Act (12 U.S.C. 1841 et seq.) because discount
brokerage is a nonbanking activity that is "'closely related' to
banking." Securities Industry Ass'n v. Board of Governors, No. 83-614
(June 28, 1984), slip op. 8 (quoting 12 U.S.C. 1843(c)(8)).

   There is thus little doubt that discount brokerage is not a
traditional banking service.  It could not seriously be suggested, for
example, that Brenner Steed prior to its acquisition by Union Planters
-- or, for that matter, that respondent's members -- engaged in the
banking business by offering brokerage services.  And the character of
Brenner Steed's operations was not altered by its acquisition by Union
Planters.  In these circumstances, the Comptroller has set forth his
reading of the statute with "commendable thoroughness" (Securities
Industry Ass'n, No. 83-614, slip op. 8) and drawn a careful
distinction between traditional bank services and discount brokerage
operations (Pet. App. 43a-44a).  This analysis should have been
respected by the courts below.  /27/

                              CONCLUSION

   The judgment of the court of appeals should be reversed.

   Respectfully submitted.

   CHARLES FRIED

      Solicitor General

   RICHARD K. WILLARD

      Assistant Attorney General

   LAWRENCE G. WALLACE

      Deputy Solicitor General

   CHARLES A. ROTHFELD

      Assistant to the Solicitor General

   ANTHONY J. STEINMEYER

   NICHOLAS S. ZEPPOS

      Attorneys

   ROBERT M. KIMMET

      General Counsel Department of the Treasury

   RICHARD V. FITZGERALD

      Chief Counsel

   EUGENE M. KATZ

   MARK L. LEEMON

      Attorneys Office of the Comptroller of the Currency

   MAY 1986

   /1/ In addition, a national bank may branch within its home city
"if such establishment and operation (of branches) are at the time
expressly authorized to State banks by the law of the State in
question." 12 U.S.C. 36(c)(1).

   /2/ Discount brokers execute trades on behalf of their customers
but do not offer investment advice.  As a result, the commissions they
charge are substantially lower than those charged by full-service
brokers.  See Securities Industry Ass'n v. Board of Governors, No.
83-614 (June 28, 1984), slip op. 1 n.2.

   /3/ The Comptroller also found that Security Pacific's provision of
discount brokerage services was not barred by the Glass-Steagall Act
(12 U.S.C. (& Supp. II) 24;  12 U.S.C. 78, 377, 378).  Pet. App.
31a-39a.  Respondent's challenge to this ruling was rejected by the
district court (id. at 13a-20a) and by the court of appeals (id. at
2a);  respondent's petition for a writ of certiorari (No. 85-392) from
the Glass-Steagall aspect of the court of appeals' decision was denied
by this Court on January 13, 1986.

   /4/ Shortly after issuing this opinion, the Comptroller approved
without comment Union Planters' application to acquire Brenner Steed
(Pet. App. 47a).

   /5/ The court also found that respondent had demonstrated that it
will suffer actual harm from the Comptroller's ruling, pointing to
respondent's allegation "that its members' profits will suffer if
national banks are allowed to operate brokerage subsidiaries in
competition with them" (Pet. App. 23a).

   /6/ Security Pacific intervened and filed its own petition for
rehearing en banc.

   /7/ See Allen v. Wright, No. 81-757 (July 3, 1984), slip op. 12;
Gladstone, Realtors v. Village of Bellwood, 441 U.S. 91, 100 n.6
(1979);  Boston Stock Exchange v. State Tax Comm'n, 429 U.S. 318,
320-321 n.3 (1977);  Simon v. Eastern Kentucky Welfare Rights
Organization, 426 U.S. 26, 39 n.19 (1976);  Schlesinger v. Reservists
Committee to Stop the War, 418 U.S. 208, 227 n.16 (1974);  United
States v. Students Challenging Regulatory Agency Procedures (SCRAP),
412 U.S. 669, 686 n.13 (1973);  Sierra Club v. Morton, 405 U.S. 727,
733 & n.5 (1972);  Investment Co. Institute v. Camp, 401 U.S. 617,
(1971);  Barlow v. Collins, 397 U.S. 159 (1970).

   /8/ By pretermitting litigation on the merits, the zone of
interests test "permits government officials to act in furtherance of
congressional purposes without the prospect of protracted court
challenges from those whose interests Congress clearly did not
protect." Leaf Tobacco Exporters Ass'n, 749 F.2d at 1116.  In
contrast, "full litigation would contemplate a group of participants
and a forum of decision-making that Congress did not establish in the
statutory program." Id. at 1111.

   /9/ The Court has noted more generally that the question in all
cases involving prudential limitations on standing "is whether the
constitutional or statutory provision on which the claim rests
properly can be understood as granting persons in the plaintiff's
position a right to judicial relief." Warth, 422 U.S. at 500 (footnote
omitted).

   /10/ Because standing requirements "are threshold determinants of
the propriety of judicial intervention," "(i)t is the responsibility
of the complainant clearly to allege facts demonstratng that he is a
proper party to invoke judicial resolution of the dispute and the
exercise of the court's remedial powers." Warth, 422 U.S. at 518.

   /11/ As originally adopted, the Act permitted national banks to
branch only in those cities where the bank had its main office.  See
Act of Feb. 25, 1927, ch. 191, Section 2, 44 Stat. 1226.  In 1933,
Congress amended the Act to permit national banks (as well as state
banks that are members of the Federal Reserve System) to branch
statewide, if such branching is permitted to state banks by state law.
 See Act of June 16, 1933, ch. 89, Section 23, 48 Stat. 189;  Walker
Bank, 385 U.S. at 259-260.  This amendment "further strengthened the
policy of competitive equality." Plant City, 396 U.S. at 132.  See 76
Cong. Rec. 2511 (1933) (remarks of Sen. Glass);  77 Cong. Rec. 5862
(1933) (remarks of Sen. Long);  id. at 5896 (remarks of Rep. Luce).

   /12/ This example emphasizes the importance of the zone test in
encouraging proper presentation of the relevant issues.  Resolving a
challenge under the Act may require difficult and complex calculations
about the effect of given banking practices on the competitive
equality of state and national banks.  See generally independent
Bankers Ass'n v. Marine Midland Bank, 757 F.2d 453, 459-461 (2d Cir.
1985), petition for cert. pending, No. 84-2023;  Colorado ex rel.
State Banking Board v. First National Bank, 540 F.2d 497, 500 (10th
Cir. 1976), cert. denied, 429 U.S. 1091 (1977).  When, as in this
case, the party bringing the challenge is not a participant in that
competition, the record is less likely to contain adequate evidence
bearing on what, if any, competitive effect the Comptroller's decision
will have on state banks.  Cf. Bender, slip op. 7.

   /13/ Section 1864 provides that "(n)o bank service corporations may
engage in any activity other than the performance of bank services for
banks."

   /14/ The Court reached a similar conclusion in Investment Co.
Institute, where it held that securities dealers had standing to
contest rulings under the Glass-Steagall Act, a statute enacted to
protect the public as a whole against the dangers that arise from the
mixture of commercial and investment banking (see Investment Co.
Institute, 401 U.S. at 639);  the Court in that case found that
"Congress had arguably legislated against the competition that the
petitioners sought to challenge." Id. at 620.  The Court used the same
analysis in holding that a challenge to a burden on interstate
commerce fell within the zone of interests protected by the Commerce
Clause.  Boston Stock Exchange v. State Tax Comm'n, 429 U.S. 318,
320-321 n.3 (1977).  See Tax Analysts & Advocates, 566 F.2d at 142.

   /15/ The Court explained in Hardin that "competitive injury
provide(s) no basis for standing" when "the statutory * * *
requirements that the plaintiff (seeks) to enforce were in no way
concerned with protecting against competitive injury." 390 U.S. at
5-6.

   /16/ See Plant City, 396 U.S. at 129;  Walker Bank, 385 U.S. at
255-256;  Independent Bankers Ass'n of America v. Heimann, 627 F.2d
486 (D.C. Cir. 1980);  State Bank v. Heimann, 619 F.2d 679 (7th Cir.
1980);  State Bank v. Merchants National Bank & Trust, 593 F.2d 341
(8th Cir. 1979);  Independent Bankers Ass'n of America v. Smith, 534
F.2d 921 (D.C. Cir.), cert. denied, 429 U.S. 862 (1976);  Driscoll v.
Northwestern National Bank, 484 F.2d 173 (8th Cir. 1973);  Hempstead
Bank v. Smith, 540 F.2d 57 (2d Cir. 1976);  First National Bank v.
Camp, 465 F.2d 586 (D.C. Cir. 1972), cert. denied, 409 U.S. 1124
(1973);  Springfield State Bank v. National State Bank, 459 F.2d 712
(3d Cir. 1972);  North Davis Bank v. First National Bank, 457 F.2d 820
(10th Cir. 1972);  Ramapo Bank v. Camp, 425 F.2d 333 (3d Cir.), cert.
denied, 400 U.S. 828 (1970);  Ohio Bank & Savings Co. v. Tri-County
National Bank, 411 F.2d 801 (6th Cir. 1969);  Union Savings Bank v.
Saxon, 335 F.2d 718 (D.C. Cir. 1964);  First-Citizens Bank & Trust Co.
v. Camp, 409 F.2d 1086) 4th Cir. 1969);  Mid-West National Bank v.
Comptroller of the Currency, 296 F. Supp. 1223 (N.D. Ill. 1968);
Commercial State Bank v. Gidney, 174 F. Supp. 770 (D.D.C. 1959),
aff'd, 278 F.2d 871 (1960).

   /17/ Respondent is not an appropriate party to advance the claims
of state banks;  "(n)o relationship, other than an incidental
congruity of interest, is alleged to exist between" securities dealers
and state banks.  Warth, 422 U.S. at 510;  see id. at 499.  Similarly,
although respondent had standing to raise (see note 3, supra) its
Glass-Steagall claim (see Investment Co. Institute, 401 U.S. at 620),
it cannot "'borrow' the arguable regulatory or protective intent
embodied in one (statute), and apply it to a (statute) where that
intent is not evident, in order to satisfy the zone test." Tax
Analysts & Advocates, 566 F.2d at 141.  As this Court has made clear,
standing "turns on the nature and source of the claim asserted"
(Warth, 422 U.S. at 500), and "the source of plaintiff's claim to
relief assumes critical importance with respect to the prudential
rules of standing" (ibid.).  Thus, "the particular statutory section
(at issue) should be the focus of analysis when applying the zone
test." Tax Analysts & Advocates, 566 F.2d at 141.  See Pet. App. 7a
(Scalia, J., dissenting).  Indeed, the Glass-Steagall and McFadden
Acts implicate wholly different policies and interests.  The
Glass-Steagall Act was intended generally to separate the business of
commercial banking from the business of investment banking.  See,
e.g., Securities Industry Ass'n v. Board of Governors, No. 82-1766
(June 28, 1984), slip op. 6-10.  The geographical restrictions imposed
by the McFadden Act, in contrast, established a policy of competitive
equality for national and state banks in regard to branching.

   /18/ There is considerable evidence in the legislative history that
the specific language of Section 36(f) was chosen as a response to the
development of so-called "teller's windows," which were operated by
national banks away from their main offices.  While the legality of
the teller's windows was far from clear (see generally First National
Bank v. Missouri, supra;  67 Cong. Rec. 2860 (1926) (remarks of Rep.
Celler)), the windows were used by many national banks in the 1920's
to "pay checks and receive deposits." 66 Cong. Rec. 1627 (1925)
(remarks of Rep. Stevenson);  see id. at 4433 (remarks of Sen.
Shipstead);  67 Cong. Rec. 2860 (1926) (remarks of Rep. Celler);  34
Op. Att'y Gen. 1, 5 (1923).  Proponents of the Act explained that
Section 36(f) was drawn in such a way as to treat the teller's windows
-- which were offering essential banking services -- as branches.  See
66 Cong. Rec. 1628 (1925) (remarks of Rep. Stevenson);  id. at 1647
(remarks of Rep. Stevenson);  id. at 4432 (remarks of Sen. Pepper);
67 Cong. Rec. 2860 (1926) (reparks of Rep. Stevenson).

   /19/ In testimony before the Senate Banking Committee,
Representative McFadden explained that "national banks have for many
years been engaged in the business of buying and selling investment
securities without any restrictions whatsoever." Consolidation of
National Banking Associations:  Hearings on S. 1782 and H.R. 2 Before
a Subcomm. of the Senate Comm. on Banking and Currency, 69th Cong.,
1st Sess. 22 (1926).

   /20/ As these remarks indicate, bank involvement in the securities
business prior to passage of the Act was widespread and often was
conducted on an interstate basis.  See, e.g., W. Peach, The Security
Affiliates of National Banks 74 (1941);  Perkins, The Divorce of
Commercial and Investment Banking:  A History, 88 Banking L.J. 483,
492, 494 n.26 (1971).  See also Block v. Pennsylvania Exchange Bank,
253 N.Y. 227, 243-233, 170 N.E. 900, 901-902 (1930).

   The legislation authorized national banks to engage in "the
business of buying and selling investment securities." Banks were
limited to buying and selling the securities "without recourse," and
were prohibited from acquiring the securities of any one issuer in an
amount that exceeded 25% of the bank's capital stock (Section 2, 44
Stat. 1226).

   /22/ That the Act was not intended to subject bank brokerage
activities to geographic restrictions is demonstrated by its immediate
effect:  in the years after passage of the Act, banks continued to
open and operate interstate securities offices.  See W. Peach, The
Securities Affiliates of National Banks 96-98 (1941).  See also
Operation of the National and Federal Reserve Banking Systems:
Hearings on S. Res. 71 Before a Subcomm. of the Senate Comm. on
Banking and Currency, 71st Cong., 3d Sess. 1057 (1931).  Although
Congress was aware of this activity (see ibid.), it took no steps to
restrict the locations at which banks could operate securities
businesses when, in enacting the Glass-Steagall Act in 1933, it
limited the types of securities activities in which banks could engage
by separating investment from commercial banking.  See 12 U.S.C. (&
Supp. II) 24;  12 U.S.C. 78, 377, 378.  To the contrary, Congress
emphasized that the Glass-Steagall Act permitted banks "to purchase
and sell investment securities for their customers to the same extent
as heretofore." S. Rep. 77, 73d Cong., 1st Sess. 16 (1933).  See
Securities Industry Ass'n v. Board of Governors, No. 83-614 (June 28,
1984), slip op. 7.

   /23/ The district court's analysis of the legislative history was
limited to consideration of a single post-enactment statement by Rep.
McFadden, to the effect that "'(a)ny place outside of or away from the
main office where the bank carries on its business of receiving
deposits, paying checks, lending money, or transacting any business
carried on at the main office, is a branch * * * '" (Pet. App. 26a,
quoting 68 Cong. Rec. 5816 (1927) (remarks of Rep. McFadden) (emphasis
added by the court)).  But the district court's reliance on this
statement -- which was inserted into the record 10 days after passage
of the Act, while Congress was in adjournment -- disregarded this
Court's "oft-repeated warning that (post-enactment statements) form a
hazardous basis for inferring" the intent of Congress.  Consumer
Product Safety Comm'n v. GTE Sylvania, Inc., 447 U.S. 102, 117 (1980).
 See Regional Rail Reorganization Act Cases, 419 U.S. 102, 132 (1974);
 Mohasco Corp. v. Silver, 447 U.S. 807, 823 (1980).  The language of
the McFadden Act -- like that of much legislation -- "reflect(s) hard
fought compromises." Dimension Financial Corp., slip op. 12.  See 66
Cong. Rec. 4526 (1925) (remarks of Sen. Pepper);  First National Bank
of Logan, 385 U.S. at 257-260.  To allow Rep. McFadden's
post-enactment statement to override the statutory language "would
open the door to the inadvertent, or perhaps even planned, undermining
of the language actually voted on by Congresss and signed into law by
the President." Regan v. Wald, No. 83-436 (June 28, 1984), slip op.
14.  And there are especially compelling reasons here to be skeptical
of Representative McFadden's statement.  While the branching statute
bears his name, Representative McFadden was in fact a determined
opponent of branch banking, who would have required state banks to
relinquish statewide branches and imposed significant limitations on
branching by national banks.  See 67 Cong. Rec. 2829, 2832 (1926)
(remarks of Rep. McFadden).  He thus had a clear interest in adding to
the legislative record a broad definition of the term "branch."
Indeed, Rep. McFadden's post-enactment remarks primarily demonstrate
how easy it would have been for Congress to have adopted an
all-encompassing definition of "branch" had it wished to do so.

   /24/ See, e.g., 122 Cong. Rec. 24407 (1976) (statement of New York
State Banking Department);  International Banking Act of 1977:
Hearings On H.R. 7325 Before the Subcomm. on Financial Institutions
Supervision, Regulation and Insurance of the House Comm. on Banking,
Finance and Urban Affairs, 95th Cong., 1st Sess. 473-474 (1977)
(statement of the Institute of Foreign Banks);  id. at 556 (statement
of George A. LeMaistre, Chairman, Federal Deposit Insurance
Corporation);  id. at 576 (statement of Robert Bloom, First Deputy
Comptroller of the Currency);  Foreign Bank Act of 1975:  Hearings on
S. 958 Before the Subcomm. on Financial Institutions of the Senate
Comm. on Banking, Housing and Urban Affairs, 94th Cong., 2d Sess.
509-510 (1976) (statement of the Institute of Foreign Banks).

   /25/ The district court thus erred in suggesting (Pet. App. 28a)
that 12 U.S.C. 81 -- which provides that "(t)he general business of
each national banking association shall be transacted in (its main
office) * * * and in the branch or branches, if any, established or
maintained by it in accordance with the provisions of section 36 of
this title" -- confines all aspects of a bank's business to its main
office or its branches.  Such a reading renders Section 36(f)
superfluous, and disregards Section 81's incorporation by reference of
Section 36.  In fact, Section 81 simply limits the places at which a
bank may carry on its "general business," rather than the places at
which it may conduct any of its business.  See Lowry National Bank, 29
Op. Att'y Gen. at 87-88 (the "cases clearly indicate * * * a vital
distinction between a mere agency for the transaction of a particular
business and a branch bank wherein is carried on a general banking
business").

   /26/ Although several courts have used broad language in describing
the definition of "branch," to our knowledge only one court has held
that a bank office performing a function other than one of the three
enumerated in Section 36(f) is a branch.  St. Louis County National
Bank v. Mercantile Trust Co., 548 F.2d 716 (8th Cir. 1976), cert.
denied, 433 U.S. 909 (1977).  In St. Louis County National Bank, a
divided panel of the Eighth Circuit held that bank trust offices are
subject to branching restrictions.  While we believe that this
decision was incorrect, it has an arguable basis in the fact that
trust offices -- unlike discount brokerage offices -- do require the
issuance of a special banking license from the Comptroller.  See 12
U.S.C. 92a;  548 F.2d at 719-720.

   /27/ In rejecting the Comptroller's distinction and holding that
all bank activities must be conducted at the bank's main office or its
licensed branches, the court of appeals' decision imposes restrictions
on national banks that were rejected by this Court more than 100 years
ago.  As noted above (at 19-20), the National Bank Act of 1864
originally limited a bank's conduct of its general business to its
main office.  In Merchants' Bank v. State Bank, supra, however, this
Court flatly rejected the notion that all banking activities are
confined to the bank's main office.  The Court held that a national
bank may certify a check away from its main office, reasoning that
"(t)he business of every bank, away from its office * * * is
unavoidably done at the proper place by the cashier in person, or by
correspondence or other agents." 77 U.S. (10 Wall.) at 651.
Similarly, in First National Bank v. Missouri, supra, the Court cited
with approval the Attorney General's "well considered opinion" (263
U.S. at 658) in Lowry National Bank, which had recognized that "(the)
cases clearly indicate * * * a vital distinction between a mere agency
for the transaction of a particular business and a branch bank wherein
is carried on a general banking business." 29 Op. Att'y Gen. at 87.

   APPENDIX