UNITED STATES OF AMERICA
     Before the
     SECURITIES AND EXCHANGE COMMISSION



     SECURITIES EXCHANGE ACT OF 1934
     Release No. 38832 / July 11, 1997

     ADMINISTRATIVE PROCEEDING
     File No. 3-9210
     _____________________________
     In the Matter of:
     :ORDER MAKING FINDINGS
     DENNIS LINDSAY HELLIWELL:AND IMPOSING REMEDIAL
     :SANCTIONS BY DEFAULT
     _____________________________:


     Dennis Lindsay Helliwell is in default under the Securities and Exchange
     Commission s ( Commission ) Rules of Practice, Rules 155 and 220(f), 17
     C.F.R.  201.155, .220(f) (1996), because he failed to answer both the
     Order Instituting Proceedings ( OIP ), which the Commission issued on
     December 26, 1996, and the Order to Show Cause, which I issued on February
     11, 1997.<(1)>

     Accordingly, I find that the allegations in the OIP are true:

     A.Mr. Helliwell, age 37, is president and 50% owner of The Helliwell Group
     Limited ("Helliwell Group").  From 1982 through 1990, Mr. Helliwell worked
     at Marine Midland Bank ("Marine Midland").  In 1991, Mr. Helliwell worked
     for four months at Sanford C. Bernstein & Co., Inc. ("Sanford Bernstein"),
     a registered broker-dealer.  Finally, Mr. Helliwell was employed at
     Donaldson, Lufkin & Jenrette ("DLJ"), a registered broker-dealer, from 1991
     through 1995.

     B.On February 20, 1996, Mr. Helliwell was enjoined, after a trial on the
     merits, by the Honorable Milton Pollack, Senior United States District
     Judge of the United States District Court for the Southern District of New
     York, from future violations of Section 17(a) of the Securities Act of 1933
     ("Securities Act") and Section 10(b) of the Securities Exchange Act of 1934
     ("Exchange Act") and Rule 10b-5 thereunder.  SEC v. Dennis Lindsay
     Helliwell and the Helliwell Group Limited, 96 Civ. 1045 (MP) (S.D.N.Y.
     1996).

                              

          <(1)>  I postponed the hearing in this matter several times because
          Mr.  Helliwell had not  been properly served with  the OIP or any
          subsequent order.  Mr. Helliwell received the OIP, along with all
          subsequent orders including the  Order to Show Cause, on  June 9,
          1997.

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     C.The Complaint in the above action alleged, among other things, that, from
     in or before April 1995 through February 1996, defendants Mr. Helliwell and
     the Helliwell Group raised at least $2,580,000 from at least thirty
     investors for whom Mr. Helliwell and the Helliwell Group were providing
     various financial services.  To induce investors to invest with him, Mr.
     Helliwell falsely told investors that he would invest their funds at Marine
     Midland in a large "pool of funds" where the investors would receive an
     18%-20% return on their investments.  In return, Mr. Helliwell provided
     investors with notes which indicated that their money was invested in this
     "pool of funds."  However, Mr. Helliwell never invested the investors'
     funds in a "pool of funds" at Marine Midland.  Rather, Mr. Helliwell
     misappropriated most of the investors' funds.

     I find further that it is in the public interest to bar Mr. Helliwell from
     association with any broker or dealer, national securities exchange, or
     registered securities association.

     Accordingly, I ORDER that David Lindsay Helliwell be, and hereby is, barred
     from association with any broker or dealer, national securities exchange,
     or registered securities association pursuant to Sections 15(b) and 19(h)
     of the Securities Exchange Act of 1934.  I FURTHER ORDER that the hearing
     in this matter scheduled to begin on July 21, 1997, be, and hereby is,
     canceled.



     ____________________________
     Brenda P. Murray
     Chief Administrative Law Judge
























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