SECURITIES AND EXCHANGE COMMISSION
                                   Washington, D.C.

          SECURITIES EXCHANGE ACT OF 1934
          Rel. No.  40738 / December 2, 1998

          Admin. Proc. File No. 3-9575
          ___________________________________________________
                                                             :
                 In the Matter of the Application of         :
                                                             :
                          LANCE E. VAN ALSTYNE               :
                          51 Poppy Hills Road                :
                       Laguna Niguel, California             :
                                                             :
                  For Review of Action Taken by the          :
                                                             :
            NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC. :
          ___________________________________________________:

          OPINION OF THE COMMISSION

               REGISTERED SECURITIES ASSOCIATION -- REVIEW OF ASSOCIATION
               ACTION DENYING MOTION TO SET ASIDE A DEFAULT DECISION

                    Jurisdiction to Review Action of Association

               Registered securities association denied motion of person
               formerly associated with a member to set aside a default
               decision on grounds that he never received the association's
               complaint or decision.  Held, because the Commission lacks
               jurisdiction to review the denial of the motion and because
               the Commission will not accept individual's application as a
               late-filed appeal of the default decision, the application
               for review is dismissed.

          APPEARANCES:

               Irving M. Einhorn, for Lance E. Van Alstyne.

               Alden S. Adkins and Norman Sue, Jr., for NASD Regulation,
          Inc.

          Appeal lodged: April 8, 1998
          Briefing completed: July 29, 1998

                                          I.

               Lance E. Van Alstyne, formerly associated with Merchant
          Banking Services, Inc. ("MBSI" or the "firm"), a former member of
          the National Association of Securities Dealers, Inc. ("NASD"),
          seeks review of NASD action.  In a default decision, the District
          Business Conduct Committee ("DBCC") of the NASD found that Van
          Alstyne violated NASD Membership and Registration Rule 1021, NASD
          Conduct Rule 2110, and NASD Procedural Rule 8210. [1]  The NASD
          censured Van Alstyne, fined him $95,000, and barred him from
          associating with any member of the NASD in all capacities.
          Subsequently, the National Adjudicatory Council ("NAC") of the
          NASD denied Van Alstyne's request to set aside the default
          decision.  Van Alstyne appeals from this denial.  As discussed
          below, we do not have jurisdiction to review this matter, and we
          will not accept the application as a late-filed appeal, under
          Section 19(d)(2) of the Securities Exchange Act of 1934
          ("Exchange Act"), 15 U.S.C.  78s(d)(2).  To the extent we make
          findings in this matter, we do so based on an independent review
          of the record.

                                         II.

               As part of an investigation into certain activities at MBSI,
          the NASD sent two requests to Van Alstyne to review the books and
          records of MBSI and certain affiliated entities.  These requests
          were sent by both certified and regular mail to Van Alstyne's
          residential address of record in Laguna Niguel, California, as
          listed in the NASD's Central Registration Depository ("CRD"), in
          November 1995 and February 1996.  The requests for information
          were also sent by regular and certified mail to an address that
          Van Alstyne had provided for his mother in Boston, Massachusetts
          ("Boston address"), and to a person previously identified as Van
          Alstyne's attorney.  Van Alstyne failed to respond to either
          request.

               In March 1997, the NASD sent by certified and regular mail
          to Van Alstyne's CRD address two requests that Van Alstyne
          testify and produce documents at the NASD's offices relating to
          MBSI and its affiliates.  The NASD also sent these requests by
          regular and certified mail to the Boston address and to an
          address in Dana Point, California provided by a search service
          ("Dana Point address"). [2]  Van Alstyne failed to appear as
          scheduled.

               In March and April 1997, the NASD sent two notices of
          complaint to Van Alstyne providing a copy of the complaint that
          alleged three causes of action against him: (1) that he actively
          engaged in the management of MBSI without registering as a
          principal in violation of NASD Membership and Registration Rule
          1021 and NASD Conduct Rule 2110; (2) that he and another employee
          of MBSI offered and sold to customers securities in a company for
          which no registration statement had been filed in contravention
          of Section 5 of the Securities Act of 1933, 15 U.S.C.  77e,
          conduct charged as violating Conduct Rule 2110; and (3) that his
          refusal to respond to the requests for information violated NASD
          Conduct Rule 2110 and NASD Procedural Rule 8210. [3]  The notices
          of complaint were sent by both certified and regular mail to Van
          Alstyne's CRD address and the Boston address, and by regular mail
          to the Dana Point address. [4]

               Van Alstyne never filed an answer to the complaint or
          otherwise responded to the notices of complaint.  The notices of
          complaint sent to Van Alstyne's CRD address were returned by the
          U.S. Postal Service unopened and marked as either "unclaimed"
          (the first notice of complaint sent by certified mail) or
          "refused" (the first and second notices of complaint sent by
          regular mail and the second notice of complaint sent by certified
          mail).  The mailings sent to the Boston and Dana Point addresses
          likewise were returned.

               On July 28, 1997, the DBCC issued a default judgment against
          Van Alstyne.  The DBCC found that Van Alstyne was deemed to have
          received the notices of complaint by virtue of the mailings to
          his most recent CRD address of record. [5]  It also determined
          that Van Alstyne admitted the allegations in the complaint by his
          failure to submit an answer. [6]  The DBCC found, based on the
          applicant's admissions and a review of the documentation
          submitted by the NASD, that Van Alstyne violated NASD Membership
          and Registration Rule 1021, NASD Conduct Rule 2110, and NASD Code
          of Procedure Rule 8210.  The DBCC imposed against Van Alstyne a
          censure, a $95,000 fine, and a bar from associating in any
          capacity with any member of the NASD.

               On July 28, 1997, the NASD mailed the decision to Van
          Alstyne by both regular and certified mail to his CRD address,
          the Boston address, and the Dana Point address. [7]  The decision
          sent by regular mail to Van Alstyne's CRD address was returned
          with the notations "moved" and "forwarding order expired."  The
          decision sent by certified mail to Van Alstyne's CRD address was
          returned with the notation "forwarding order expired."  The
          regular and certified mailings to the Boston and Dana Point
          addresses were returned to the NASD unopened.  Van Alstyne did
          not appeal the DBCC's decision to the NASD's National Business
          Conduct Committee ("NBCC") within 15 days as required under NASD
          rules. [8]

               In December 1997, Van Alstyne moved to set aside the default
          decision.  The NASD staff opposed Van Alstyne's motion.  In
          support, Van Alstyne submitted declarations in which he asserted
          "categorically" and "unequivocally" that he was never served with
          a copy of the NASD's complaint or default decision.  He stated
          that he first became aware of the existence of the proceeding
          against him when his former attorney notified Van Alstyne, in
          November 1997, that the attorney had read in a newspaper article
          that the NASD had sanctioned Van Alstyne.  While Van Alstyne
          admits that he has resided continuously at the address indicated
          as his CRD address in the NASD's records since early 1994, he
          declared that he never refused any mailings from the NASD and
          never instructed anyone else at his CRD address to refuse such
          mailings.  On March 6, 1998, the NAC denied Van Alstyne's motion
          to set aside the default decision.

                                        III.

               A. Our authority to review the action of a self-regulatory
          organization ("SRO") is governed by Section 19(d) of the
          Securities Exchange Act of 1934 ("Exchange Act"), 15 U.S.C. 
          78s(d).  We may review an SRO action, including an NASD action,
          that is required to be filed with the Commission under Section
          19(d)(1) -- that is, an action in which the SRO (1) imposes a
          final disciplinary sanction on any member or person associated
          with a member; (2) denies membership or participation to any
          applicant; (3) prohibits or limits any person in respect to
          access to services offered by such organization or any of its
          members; or (4) bars any person from becoming associated with a
          member of the SRO. [9]  While the DBCC's July 28, 1997 default
          decision against Van Alstyne imposed disciplinary sanctions on
          Van Alstyne, Van Alstyne's appeal to us is from the NAC's denial
          of his motion to set aside default.  We lack authority under
          Section 19(d) to review that action, because the NAC's order does
          not fall within the actions enumerated under Section 19(d)(1).

               As an initial matter, we disagree with Van Alstyne's claim
          that the NAC's decision "effectively imposed" a "final
          disciplinary sanction."  The NAC's decision here imposed no
          disciplinary sanction.  By Van Alstyne's reasoning, the denial of
          any collateral motion seeking to vacate a final SRO decision --
          no matter how long after the decision became final and regardless
          of the reason for the motion -- could constitute imposition of a
          "final disciplinary sanction" so as to provide this Commission
          with jurisdiction under Section 19(d).  However, "[p]arties to
          administrative proceedings have an interest in knowing when
          decisions are final and on which decisions their reliance can be
          placed." [10]

               Similarly, the NAC's order did not, as Van Alstyne claims,
          deny or condition his membership or participation.  The NAC's
          ruling also did not limit or prohibit Van Alstyne's access to
          NASD services, nor bar Van Alstyne from becoming associated with
          a member of the NASD.  Rather, the NAC merely denied a motion
          collateral to an underlying disciplinary action in which Van
          Alstyne already had been sanctioned. [11]  The fact that Van
          Alstyne may have been affected adversely by the NAC's denial does
          not transform the denial into a reviewable NASD order. [12]
          We conclude that we lack jurisdiction to review the NAC's order
          because it is not one of the actions enumerated under Section
          19(d)(1).

               Consistent with our conclusion here, we previously have
          found that we lacked jurisdiction to review the NASD's denial of
          a motion for a late appeal.  In that case, a default decision was
          entered after a series of complaints was mailed to the
          applicant's last known address as reflected in the NASD's records
          and was returned as unclaimed or refused. [13]  We also held
          recently that we lacked jurisdiction to review an order
          dismissing a customer complaint, reasoning that the SRO imposed
          no sanction and that dismissal was not one of the actions
          included under Section 19(d)(1) for which notice to this
          Commission is required. [14]

               B.  In the interests of finality, only under extraordinary
          circumstances will we authorize the filing of a late appeal from
          an SRO action that is subject to the Section 19(d)(1) filing
          requirement. [15]  Van Alstyne's April 1998 application was made
          some months after the NASD filed the DBCC decision with us in
          November 1997.  Even if we were to construe Van Alstyne's
          application for review as a late appeal of the DBCC's July 28,
          1997 default decision, we would conclude that Van Alstyne has
          made no showing warranting our acceptance of a filing outside of
          the time limits specified in the statute. [16]

               The NASD followed its procedures and made exhaustive efforts
          to serve Van Alstyne by mailing the NASD complaints and the DBCC
          decision to his CRD address as indicated in the NASD's records
          (as well as to the Boston and Dana Point addresses) by both
          regular and certified mail.  Van Alstyne, by operation of NASD
          rules in effect during the period, is deemed to have received a
          copy of the DBCC default decision "by the mailing of the notice
          to that person at his last known address as reflected on the
          Association's records." [17]  Although Van Alstyne claims that he
          never actually received the NASD complaint or decision in this
          case, he admits that he has resided continuously at his CRD
          address since early 1994. [18]  We decline to afford Van Alstyne,
          under these circumstances, the extraordinary relief of a late
          appeal from the NASD's default determination. [19]
               For  the  reasons  discussed above, we dismiss Van Alstyne's
          application for review.

               An appropriate order will issue. [20]

               By  the  Commission  (Chairman   LEVITT   and  Commissioners
          JOHNSON, HUNT, CAREY and UNGER).

          Jonathan G. Katz
          Secretary

          **FOOTNOTES**

          [1]: This action is governed by the NASD rules in effect prior to
               August 7, 1997, because the first attempted  service  of the
               complaint  in  this  case  occurred  before  that date.  See
               Exchange Act Rel. No. 38908 (August 7, 1997),  65 SEC Docket
               265 (order approving proposed NASD rule changes).

               NASD  Membership and Registration Rule 1021(a), NASD  Manual
               at 3171 (CCH 1996) required that all individuals who "are to
               function  as principals" with a member of the NASD "shall be
               registered  as  such with the Association in the category of
               registration appropriate to the function to be performed
               . . ."  NASD Conduct  Rule  2110,  NASD  Manual at 4111 (CCH
               1996) provided that a member of the NASD "shall observe high
               standards  of  commercial  honor  and  just  and   equitable
               principles  of  trade."  NASD Procedural Rule 8210(a),  NASD
               Manual at 7241 (CCH 1996) provided that the NASD "shall have
               the right: (1) to  require  a  member  of  the  Association,
               person  associated  with  a  member,  or  person  no  longer
               associated with a member when such person is subject to  the
               Association's  jurisdiction  to report, either informally or
               on  the  record, orally or in writing  with  regard  to  any
               matter involved  in  any  such investigation or hearing, and
               (2) to investigate the books,  records  and  accounts of any
               such  member or person with relation to any matter  involved
               in any such investigation or hearing."

               [2]:The  NASD,  additionally, sent the requests by facsimile
               and regular mail to Van Alstyne's attorney.

               [3]: The NASD complaint  also  alleged  NASD rule violations
               against other respondents who are not the  subject  of  this
               appeal.

               [4]:A copy of the complaint was also sent by regular mail to
               the person identified as Van Alstyne's attorney.

               [5]:  NASD  Code of Procedure Rule 9134, NASD Manual at 7312
               (CCH 1996) provided  that  "[a]ny  person shall be deemed to
               have  received  notice  to which he is  entitled  under  any
               provision of this Code by  the mailing of the notice to that
               person  at  his  last  known address  as  reflected  on  the
               Association's records."

               [6]:NASD Code of Procedure Rule 9216(c), NASD Manual at 7322
               (CCH 1996) provided that  "[i]f no answer is received by the
               [DBCC] within the time required  by  the  second notice, the
               [DBCC]  may  consider  the allegations of the  complaint  as
               admitted by the respondent."

               [7]: The NASD submitted  to  this  Commission  proof of this
               service;  it  did not provide this proof in opposing  before
               the NAC Van Alstyne's motion to set aside the default.

               [8]:See NASD Code  of Procedure Rule 9310(a), NASD Manual at
               7341 (CCH 1996).

               [9]:See Russell A. Simpson,  Exchange  Act  Rel.  No.  40690
               (November  19,  1998),  ___  SEC Docket ___; Frank R. Rubba,
               Exchange Act Rel. No. 40238 (July  21,  1998), 67 SEC Docket
               1775,  1777; Morgan Stanley & Co., Inc., Exchange  Act  Rel.
               No. 39459 (Dec. 17, 1997), 66 SEC Docket 351, 353-54.

               [10]:Nequoia  Association,  Inc.  v. U.S. Dept. of Interior,
               626
               F. Supp. 827, 836 (D. Utah 1985).

               [11]:Van Alstyne's deadline to file an appeal to the NBCC expired
               15 calendar days after the DBCC's decision,  and  the DBCC's
               ruling became final 45 calendar days after the decision when
               neither  Van  Alstyne nor the NBCC moved to review the  DBCC
               ruling.  See NASD  Code of Procedure Rules 9225(c), 9310(a),
               NASD Manual at 7327,  7341  (CCH  1996).   The July 28, 1997
               default  decision  of  the  DBCC  thus  imposed  the  "final
               disciplinary  sanction"  subject  to  the  Section  19(d)(1)
               notice  requirement.   Pursuant to this provision, the  NASD
               filed with us on November  17,  1997  a  notice  of the DBCC
               decision.

               [12]:See Morgan Stanley & Co., 66 SEC Docket at 355.

               [13]:See William T. Banning, 50 S.E.C. 415 (1990).  See also
               Datek Securities Corp., Exchange Act Rel. No. 32306 (May 14,
               1993), 54 SEC Docket 199 (Commission lacked jurisdiction  to
               review  NBCC's  denial of applicants' motion for late appeal
               filed approximately two weeks late).

               [14]:See Russell  A.  Simpson,  Exchange  Act Rel. No. 40690
               (November  19,  1998), ___ SEC Docket ___.  See  also  Tague
               Securities Corp., 47 S.E.C. 743, 745 (1982) (application for
               review dismissed for lack of jurisdiction where, inter alia,
               action  by Exchange  was  not  an  attempt  to  penalize  or
               discipline  applicant  and where no notice of a disciplinary
               action was filed under Section 19(d)(1)).

               [15]:See, e.g., David L.  Turnipseed, 48 S.E.C. 689, 689 n.1
               (1987)  (recognizing our discretion  to  review  late  filed
               appeals).   Compare Farmers Export Co. v. United States, 758
               F.2d 733, 737  (D.C.  Cir.  1985)  ("[p]etitions  to  reopen
               previously final agency decisions are to be granted only  in
               the most extraordinary circumstances") (citations omitted).

               [16]:Under Section 19(d)(2) of the Exchange Act, 15 U.S.C.
               78s(d)(2),  an  application for review to this Commission
               generally must be filed within 30 days after the date notice
               of the action is filed  with  this  Commission under Section
               19(d)(1) and received by the aggrieved  person.  Van Alstyne
               did not seek Commission review of the DBCC  decision  within
               the  30  day  period  permitted  by Section 19(d)(2).  Under
               Section  19(d)(2),  however,  this Commission  may  consider
               appeals  filed  "within  such  longer  period  as  [we]  may
               determine."

               [17]:NASD Code of Procedure Rule  9134,  NASD Manual at 7312
               (CCH 1996).

               [18]:See  Banning, 50 S.E.C. at 416 (registered  person  has
               the duty "to  receive  and read mail sent to him" at his CRD
               address).

               [19]:Van Alstyne focuses  on  the  NASD  staff's  failure to
               provide proof in its pleadings before the NAC that  the July
               28,  1997  DBCC decision was served properly on Van Alstyne.
               While we do  not  condone this omission, we do not find that
               it constitutes the  extraordinary circumstances necessary to
               permit our review of the default decision.

               [20]:Because we lack  jurisdiction  to  review Van Alstyne's
               application for review, we do not consider the merits of the
               allegations concerning rule violations.   We have considered
               all  of the arguments for and against jurisdiction  advanced
               in the  briefs.  We reject or accept them to the extent that
               they are  inconsistent or in accord with the views expressed
               herein.

                               UNITED STATES OF AMERICA
                                     before the
                          SECURITIES AND EXCHANGE COMMISSION

          SECURITIES EXCHANGE ACT OF 1934
          Rel. No. 40738 / December 2, 1998

          Admin. Proc. File No. 3-9575
          ___________________________________________________
                                                             :
                 In the Matter of the Application of         :
                                                             :
                          LANCE E. VAN ALSTYNE               :
                          51 Poppy Hills Road                :
                       Laguna Niguel, California             :
                                                             :
                  For Review of Action Taken by the          :
                                                             :
            NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC. :
          ___________________________________________________:

          ORDER DISMISSING APPLICATION FOR REVIEW

               On the basis of the Commission's opinion issued this day, it
          is

               ORDERED that  the  application  of  Lance E. Van Alstyne for
          review of action taken by the National Association  of Securities
          Dealers, Inc. be, and it hereby is, dismissed.

               By the Commission.

               Jonathan G. Katz
               Secretary