UNITED STATES OF AMERICA
                                      Before the
                          SECURITIES AND EXCHANGE COMMISSION

             SECURITIES EXCHANGE ACT OF 1934
             Release No. 34-40904 / January 11, 1999

             ADMINISTRATIVE PROCEEDING
             File No. 3-9803

             __________________________________
                                                :
             In the Matter of                   :    ORDER MAKING
             FINDINGS                           :    AND IMPOSING
             CERTAIN MARKET MAKING              :    SANCTIONS AS TO
             ACTIVITIES ON NASDAQ               :    CREDIT SUISSE FIRST
                                                :    BOSTON CORPORATION
                                                :
             ___________________________________:

                                          I.

                  In the accompanying Order Instituting Proceedings
             Pursuant to Sections 15(b) and 21C of the Securities
             Exchange Act of 1934 and Findings of the Commission ("Order
             Instituting Proceedings"), the Securities and Exchange
             Commission ("Commission") instituted these public
             administrative proceedings against Credit Suisse First
             Boston Corporation ("CS First Boston" or "Respondent") and
             other firms and individuals.  Contemporaneously, CS First
             Boston has submitted an Offer of Settlement ("Offer") in
             anticipation of the institution of these proceedings, which
             the Commission has determined to accept.  In its Offer,
             Respondent, solely for the purposes of these proceedings and
             any other proceedings brought by or on behalf of the
             Commission or to which the Commission is a party, prior to a
             hearing pursuant to the Commissions Rules of Practice, and
             without admitting or denying the findings herein, except for
             the findings of Section II.A., which are admitted, has
             consented to the entry of the Order Instituting Proceedings
             and this Order Making Findings and Imposing Sanctions as to
             Credit Suisse First Boston Corporation (which are
             hereinafter referred to as the "Orders").

                  The Commission has determined that it is appropriate
             and in the public interest to accept the Respondents Offer
             and accordingly is issuing this Order.

                                         II.

                  On the basis of the Orders and Respondents Offer, the
             Commission finds[1] the following:

                  A.   Respondent

                  CS First Boston, a Massachusetts corporation, is
             registered with the Commission as a broker-dealer pursuant
             to Section 15(b) of the Securities Exchange Act of 1934
             ("Exchange Act").  At all relevant times, CS First Boston
             made markets in a number of securities traded in the Nasdaq
             market.  CS First Boston's principal place of business
             during the relevant time period was New York, New York.  CS
             First Boston traded Nasdaq stocks for its own accounts and
             for the accounts of institutional and retail investors.  At
             all times relevant herein, CS First Boston was a member of
             the National Association of Securities Dealers, Inc.
             ("NASD"), a national securities association registered with
             the Commission under Section 15A of the Exchange Act.

                  B.   Factual Summary

                  In connection with its activities as a Nasdaq market
             maker, CS First Boston engaged in the following activities,
             as more fully described in the applicable sections of the
             accompanying Order Instituting Proceedings, in the following
             securities and on the following dates.

                  1.   The Fraudulent Coordination of Quote Movements

                  CS First Boston engaged in, or caused, the coordinated
             entry of quotations on Nasdaq in violation of Sections
             15(c)(1) and (2) of the Exchange Act and Rules 15c1-2 and
             15c2-7 thereunder, in one or more of the respects described
             in Section II.C.1. of the Order Instituting Proceedings in a
             market making transaction or a related series of market
             making transactions in:

                  a.   the stock of Tellabs, Inc. ("TLAB") in two
                       violations on September 21, 1994; and

                  b.   the stock of Meridian Sports, Inc. ("MSPO") on
                       October 24, 1994.

                  2.   Undisclosed Arrangements to Coordinate Quotations

                  CS First Boston entered, or caused to be entered, in
             the Nasdaq market fictitious quotations in one or more
             respects described in Section II.C.2. of the Order
             Instituting Proceedings in violation of Section 15(c)(2) of
             the Exchange Act and Rule 15c2-7 thereunder, in a market
             making transaction or related series of market making
             transactions in:

                  a.   the stock of Worthington Industries, Inc. ("WTHG")
                       on June 17, 1994.

                  3.   Failure to Keep Accurate Books and Records

                  CS First Boston failed to keep and maintain accurate
             books and records in one or more of the respects described
             in Section II.C.7. of the Order Instituting Proceedings in
             violation of Section 17(a) of the Exchange Act and Rule
             17a-3 thereunder, in a market making transaction or related
             series of market making transactions in:

                  a.   the stock of First Security Corp. ("FSCO") on
             April 7, 1994.

                  4.   Unlawful Profits and Other Gains

                  While engaged in certain of the improper activities
             described above, CS First Boston obtained unlawful profits
             and gains, which, together with interest, total $6,913.00.

                                         III.

                  By reason of the foregoing, CS First Boston willfully
             violated Sections 15(c)(1) and (2), and 17(a) of the
             Exchange Act, and Rules 15c1-2, 15c2-7, and 17a-3
             thereunder.
                                         IV.

                  In view of the foregoing and Respondents Offer, IT IS
             HEREBY ORDERED, pursuant to Sections 15(b) and 21C of the
             Exchange Act, that:

                  1.   CS First Boston shall cease and desist from
                       committing or causing any violation of, and
                       committing or causing any future violation of,
                       Sections 15(c)(1) and (2), and 17(a) of the
                       Exchange Act, and Rules 15c1-2, 15c2-7, and 17a-3
                       thereunder;

                  2.   CS First Boston shall, within 10 business days of
                       the entry of this Order, pay a civil penalty in
                       the amount of $122,500.00 by wire transfer in
                       accordance with instructions furnished by the
                       Commission staff, or by U.S. Postal money order,
                       certified check, bank cashiers check, or bank
                       money order, made payable to the Securities and
                       Exchange Commission, which shall be hand-delivered
                       or mailed to the Comptroller, Securities and
                       Exchange Commission, Operations Center, 6432
                       General Green Way, Mail Stop O-3, Alexandria, VA
                       22312, under cover of a letter that identifies CS
                       First Boston as a Respondent in these proceedings
                       and provides the caption and file number for these
                       proceedings; with (a) written confirmation of
                       payment by such wire transfer, or (b) a copy of
                       such cover letter and money order or check, to be
                       sent to Leonard W. Wang, Division of Enforcement,
                       Securities and Exchange Commission, 450 5th
                       Street, N.W., Mail Stop 7-1, Washington, D.C.
                       20549; and

                  3.   CS First Boston shall, within 10 business days of
                       written notice from the Commission staff or the
                       Independent Consultant appointed by the Commission
                       in this matter, pay disgorgement of illicit
                       profits in the amount of $6,913.00 pursuant to
                       Section 21C(e) of the Exchange Act.

             By the Commission.

                                                     Jonathan G. Katz
                                                     Secretary

             **FOOTNOTES**

              [1]: The findings herein are solely for the purpose of these
                   proceedings, and are not binding on any person not a
                   respondent in these proceedings.

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