UNITED STATES OF AMERICA
                            Before the
                SECURITIES AND EXCHANGE COMMISSION


SECURITIES EXCHANGE ACT OF 1934
Release No. 38002 / December 2, 1996

ADMINISTRATIVE PROCEEDING
File No. 3-9002


                                                                 
---------------------------------
                                :   
Matter of                       :
                                : 
                                :  ORDER MAKING FINDINGS AND      
                                :  IMPOSING REMEDIAL SANCTIONS
DAVID ANDERSON,                 :  
                                :  
                   Respondent.  :  
                                : 
                                :
---------------------------------

                                I.


     In these proceedings ordered pursuant to Section 8A of the
Securities Act of 1933 ("Securities Act") and Sections 15(b),
19(h) and 21C of the Securities Exchange Act of 1934 ("Exchange
Act"), David Anderson ("Anderson") has submitted an Offer of
Settlement, which the Commission has determined to accept.  
Solely for the purpose of these proceedings and any other
proceeding brought by or on behalf of the Commission or to which
the Commission is a party, and without admitting or denying the
findings contained in this Order, except for those set forth in
Section II A below, which Anderson admits, he consents to the
entry of this Order Making Findings and Imposing Remedial
Sanctions.


                               II.

     On the basis of the Order Instituting Proceedings and
Anderson's Offer of Settlement, the Commission makes the
following findings: -[1]-

---------FOOTNOTES----------
     -[1]-     The findings herein are made pursuant to
Respondent Anderson's Offer of Settlement and are not binding on

     A.   From in or about July 1958 to the present, Anderson has
been a registered representative with several broker-dealers
registered with the Commission pursuant to Section 15(b) of the
Exchange Act.   

     B.   From in and around 1989 until June 1991, several
individuals engaged in an elaborate fraudulent scheme involving
the common stock of Angeion Corporation ("Angeion").  The purpose
of the scheme was to create the appearance of activity in the
stock of Angeion and thus create the impression on the investing
public of a demand for the stock.  This was done by engaging in
manipulative devices including matched orders, wash trades and
stock parking, in violation of Section 17(a) of the Securities
Act and Section 10(b) of the Exchange Act and Rule 10b-5
promulgated thereunder. -[2]- 
 
     C.   Specifically, between December 1990 and June 1991,
Anderson caused violations of Section 17(a) of the Securities
Act, Section 10(b) of the Exchange Act and Rule 10b-5 promulgated
thereunder in that he knew or was reckless in not knowing that
three customer accounts engaged in matched orders and that one
customer account engaged in wash trades.  Anderson provided
knowing and substantial assistance with respect to the customers'
violations by acting as the registered representative for these
accounts and executing three matched orders involving 95,000
shares of Angeion valued at approximately $820,000 and at least
two wash trades involving 110,000 shares of Angeion valued at
approximately $963,000.

                               III.
     
     In view of the foregoing, the sanction specified in the
Offer of Settlement shall be imposed.

Accordingly, IT IS HEREBY ORDERED: 


---------FOOTNOTES----------
     -[1]-(...continued)
any other person or entity named as a respondent in this or any
other proceeding.

     -[2]-     A matched order is the entering of a sell (or buy)
order knowing that a corresponding buy (or sell) order of
substantially the same size, at substantially the same time and
at substantially the same price either has been or will be
entered.  A wash trade is a securities transaction which involves
no change in the beneficial ownership of the security.  Parking
is the sale of securities subject to an agreement or
understanding that the securities will be repurchased by the
seller at a later time and at a price which leaves the economic
risk on the seller.

     A.   That, effective immediately, pursuant to Section 8A of
the Securities Act and Section 21C of the Exchange Act, Anderson
cease and desist from committing or causing any violation, and
committing or causing any future violations of, Section 17(a) of
the Securities Act and Section 10(b) of the Exchange Act and Rule
10b-5 thereunder.

     B.   That within 30 days of this Order, Anderson pay
disgorgement and prejudgment interest in the amount of $14,797.52
to the United States Treasury.  Such payment shall be: (A) made
by U.S. postal money order, certified check, bank cashier's
check, or bank money order; (B) made payable to the United States
Securities and Exchange Commission; (C) transmitted to the
Comptroller, Securities and Exchange Commission, 450 5th Street,
N.W., Washington, D.C., 20549; and (D) submitted under cover of a
letter that identifies Anderson as a Respondent in these
proceedings and the file number of these proceedings.  A copy of
the cover letter and money order or check should be sent to Jane
Jarcho, Senior Trial Counsel, Securities & Exchange Commission,
500 West Madison Street, Suite 1400, Chicago, IL, 60661.

  
     By the Commission.




                                       Jonathan G. Katz
                                       Secretary