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UNITED STATES OF AMERICA
Before The
SECURITIES AND EXCHANGE COMMISSION



SECURITIES EXCHANGE ACT OF 1934
Release No. 36553 / December 6, 1995  

Administrative Proceeding 
File No.  3-8836

     
-------------------------
                         :
In the Matter of         :    ORDER MAKING FINDINGS AND
                         :    IMPOSING SANCTIONS PURSUANT
Richard A. Anders        :    TO SECTIONS 15(b) and 19(h) OF
                         :    THE SECURITIES EXCHANGE ACT OF
                         :    1934
                 
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                                I.

     The Securities and Exchange Commission ("Commission") has
instituted an administrative proceeding pursuant to Sections
15(b) and 19(h) of the Securities Exchange Act of 1934 ("Exchange
Act"). -[1]- Richard A. Anders ("Anders") has submitted an Offer
of Settlement ("Offer") which the Commission has determined is in
the public interest to accept.

                               II.

     Solely for the purpose of this proceeding and any other
proceeding brought by or on behalf of the Commission or to which
the Commission is a party, Anders admits the jurisdiction of the
Commission over him and the subject matter of this administrative
proceeding, and, without admitting or denying any of the findings
contained herein, except those contained in Section III,
Paragraphs A and B, consents to the entry of this Order Making
Findings And Imposing Sanctions ("Order") providing for the
findings set forth in Section III below and the remedial
sanctions set forth in Section IV below. 




                                             
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-[1]-     The   administrative   proceeding  was   instituted  on
          September 28, 1995.

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                               III.

     On the basis of this Order and the Offer by Anders, the
Commission finds that: -[2]-

     A.   Anders was associated as an unregistered stockbroker
          with First Alliance Securities, Inc. ("First
          Alliance"), a registered broker-dealer, from in or
          about May 1989 to in or about August 1989.

     B.   On October 27, 1994, Anders was convicted in the United
          States District Court for the Northern District of
          Georgia in United States v. William Lincoln, et al.,
          Crim. Action No. 1:93-CR-0506 (N.D. Ga.) of one count
          of conspiracy to commit securities fraud, three counts
          of securities fraud, one count of wire fraud and one
          count of interstate transportation of monies taken by
          fraud, based upon his conduct, in connection with the
          sale of penny stock, while associated with First
          Alliance.  On March 1, 1995, Anders was sentenced to
          fifty-one months imprisonment, three years supervised
          release, restitution of $2.5 million, and a $75,000
          fine.

     C.   The counts of the indictment of which Anders was
          convicted alleged, inter alia, that he misrepresented
          to customers that large profits would be made by
          investing in penny stocks promoted by First Alliance,
          executed trades in customers' accounts at First
          Alliance without the customers' authorization, failed
          to place proceeds from the sale of a customer's stock
          into the customer's money market account as requested,
          and refused to execute a customer's order to sell stock
          unless he received 25 percent of the sale proceeds.

                               IV.

     Based upon the foregoing, the Commission deems it
appropriate and in the public interest to impose the sanctions
specified by Anders in his Offer. 






                                             
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-[2]-     The findings herein are made pursuant to Anders's Offer
          and are not binding on any other person or entity named
          as a respondent in this or any other proceeding.

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     Accordingly, IT IS HEREBY ORDERED that Richard A. Anders be,
and hereby is, barred from association with any broker, dealer,
municipal securities dealer, investment adviser or investment
company, effective immediately.

     IT IS HEREBY FURTHER ORDERED that Richard A. Anders be, and
hereby is, barred from participating in an offering of penny
stock.

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



                                             
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                                   Jonathan G. Katz
                                   Secretary