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         UNITED STATES SECURITIES AND EXCHANGE COMMISSION

LITIGATION RELEASE NO. 15289 / March 13, 1997

SECURITIES AND EXCHANGE COMMISSION v. WALTER E. JOHNSON AND REX
E. SANDERS  USDC/ND TX [Dallas Div.] #397CV0236-D

     The Commission announced that on February 5, 1997, a civil
action was filed in the Northern District of Texas against Walter
E. Johnson (Johnson) and Rex E. Sanders (Sanders) for insider
trading in the stock of DF&R Restaurants, Inc. (DF&R). 
Simultaneous with the filing of the Complaint, Sanders and
Johnson consented, without admitting or denying the Commission's
allegations, to Final Judgments enjoining Johnson and Sanders
from future violations of Section 17(a) of the Securities Act of
1933 and Section 10(b) of the Securities Exchange Act of 1934 and
Rule 10b-5 thereunder; requiring Sanders to disgorge $79,000.00,
representing the loss avoided by trading in DF&R stock on
November 11, 1994, plus prejudgment interest of $14,021.77; and
requiring Johnson and Sanders to each pay a civil money penalty
of $79,000.00.  

     Johnson was a member of DF&R's board of directors who,
between November 5, 1994, and November 10, 1994, received
material, non-public information that DF&R's quarterly earnings
would fall short of market expectations.  The Commission alleged
that on or before November 11, 1994, Johnson tipped Sanders of
DF&R's inability to meet analysts expectations for the second
quarter of fiscal year 1995.  The Commission's Complaint alleged
that Sanders sold 8,000 shares of DF&R stock at an average price
of $26.625 per share on the morning of November 11, 1994, prior
to DF&R's November 11, 1994, public announcement of deteriorating
earnings.  Following the negative earnings announcement, the
price of DF&R stock fell approximately 36 percent, to close at
$17.75 on November 14, 1994.

     The Commission acknowledges the National Association of
Securities Dealers, Inc., for their assistance in the
investigation.