SECURITIES AND EXCHANGE COMMISSION
                                   Washington, D.C.

          SECURITIES EXCHANGE ACT OF 1934
          Rel. No. 40726 / November 30, 1998

          Admin. Proc. File No. 3-8510
          __________________________________________
                                                    :
                      In the Matter of              :
                                                    :
                      ADRIAN C. HAVILL              :
                                                    :
          __________________________________________:

          OPINION OF THE COMMISSION

               BROKER-DEALER PROCEEDING

                    Grounds for Remedial Action

                         Aiding, Abetting, and Causing Manipulation

               Person associated with a registered broker-dealer aided,
               abetted, and caused a manipulation effected by his customer.
               Held, it is in the public interest to suspend respondent
               from association with any broker or dealer for a period of
               two months and to order respondent to cease and desist from
               committing or causing any violation or future violation of
               the antifraud and antimanipulation provisions of the federal
               securities laws and rules thereunder.

          APPEARANCES:

               Adrian C. Havill, pro se.

               David S. Horowitz and Merri Jo Gillette, for the Division of
          Enforcement.

          Appeal filed:  November 20, 1995
          Last brief filed:  January 23, 1996
          Oral argument held:  June 9, 1997

                                          I.

               Adrian C. Havill, formerly a registered representative with
          Scott & Stringfellow, Inc. ("SSI" or the "Firm"), appeals from
          the decision of an administrative law judge.  The law judge found
          that, from August 1989 to January 1990, Havill aided, abetted,
          and caused violations of Sections 9(a)(1), 9(a)(2), and 10(b) of
          the Securities Exchange Act of 1934 ("Exchange Act") and Rule
          10b-5 thereunder committed by John G. Broumas, one of Havill's
          customers. [1]  The law judge suspended Havill from association
          with any broker or dealer for two months.  He also ordered Havill
          to cease and desist from committing or causing any future
          violations of the provisions he was found to have violated.  Our
          findings are based on an independent review of the record, except
          with respect to those findings not challenged on appeal. [2]

                                         II.

               A.  Broumas' Schemes.  Broumas was chairman of the board of
          Madison National Bank of Virginia ("MNBV"), and a director of
          James Madison, Limited ("JML"), the holding company for the
          Madison group of banks.  He owned some 190,000 shares of JML
          Class A common stock, which was listed on the American Stock
          Exchange ("AMEX").  Broumas held his stock in about 25 margin
          accounts at 14 different broker-dealers.

               Broumas engaged in the practice of "marking the close," "the
          practice of attempting to influence the closing price of a stock
          by executing purchase or sale orders at or near the close of the
          market." [3]  Broumas would purchase small amounts (usually
          between 100 and 200 shares) of JML on the AMEX and the Midwest
          Stock Exchange at or near the close of trading. Between January
          18, 1989 and June 25, 1990, Broumas made 69 purchases of JML
          during the final 10 minutes of the trading day. Of those
          purchases, 54 were the last trade of the day and 47 of these
          trades were executed on an uptick. [4]  On several occasions,
          Broumas' trades raised the closing price of JML stock by 1/8.

               Broumas' purchases at the close of trading benefited him in
          several ways.  Broumas was aware that certain brokerage firms
          with which he dealt limited margin transactions to securities
          above a certain price.  These firms use the closing price of a
          security in determining the security's "marginability."  Firms
          also use the closing price to determine whether a customer's
          account meets margin requirements, and to calculate the equity in
          the customer's account.  Broumas' marking-the-close transactions
          bolstered the equity in his margin accounts and helped to
          preserve JML's marginability.  The closing price of a security
          also is quoted in the following day's newspapers.  The reporting
          of Broumas' transactions created the appearance of activity in
          JML.

               During this same period, Broumas also engaged in a scheme
          similar to check-kiting.  Broumas was experiencing severe
          financial problems, owed substantial debt, and had been denied
          additional loans from the JML banks because he had reached his
          credit limit. [5]  He therefore arranged over-the-counter wash
          trades of JML stock between various accounts that he owned or
          controlled.  Broumas instructed persons associated with a broker-
          dealer on one side of a particular trade to contact the contra-
          firm and to buy or sell JML stock that Broumas controlled in the
          amounts and at the price specified by Broumas, so-called
          "directed trading." [6]

               By selling stock to himself, Broumas was able to obtain
          needed cash.  Since his stock was held in margin accounts, he
          could obtain sales proceeds within one day after the transactions
          were completed.  At the same time, he was able to delay for at
          least a week, i.e., until the settlement date, paying for the
          corresponding purchases.  Between January 1, 1989 and June 30,
          1990, Broumas effected 203 sets of wash trades involving 420
          transactions.  These trades typically involved the purchase and
          sale of between 3,000 and 12,000 shares of JML.  Most of these
          trades were not reported.  However, the JML trades that were
          reported to the AMEX constituted 36.6% of the total reported
          market volume during the period at issue, and, from July 1, 1989
          to June 30, 1990, 44% of the reported volume. [7]

               B.  Broumas' Activities through Havill.  Havill first met
          Broumas in 1972 or 1973 when Broumas hired Havill's advertising
          and public relations firm to produce advertising materials for a
          motion picture exhibition.  Broumas also recruited Havill for an
          entertainment industry charity.  Havill subsequently became
          active in the charity and was its president and a member of its
          board around 1984 or 1985.  During this time, the charity held
          benefit movie exhibitions, which Broumas attended.

               In the mid-1980's, Havill became associated with Johnston,
          Lemon & Co.  In January 1986, Broumas opened a brokerage account
          with Havill at Johnston, Lemon.  When Havill joined SSI in August
          1989, Broumas opened two margin accounts with Havill at the Firm
          -- an account in Broumas' individual name and a joint account in
          the names of Broumas and his wife.  Havill knew that Broumas was
          the chairman of MNBV and a substantial shareholder in JML.  While
          the Broumas accounts were open at SSI, Havill maintained posting
          sheets of the activity in the accounts, which he updated within a
          few days of the transactions.

               From August 30, 1989 through January 17, 1990, Havill
          effected 31 unsolicited orders by Broumas to purchase JML on the
          AMEX during the last 10 minutes of the trading day.  With one
          exception, these transactions involved the purchase of 100 shares
          of JML. [8]  Broumas instructed Havill to make these purchases
          either at the market or at a limit price set by Broumas.  The
          orders were entered by Broumas or Broumas' secretary.  Broumas
          often called Havill between 3:00 and 4:00 and instructed Havill
          to "buy toward the close, buy at the close, buy near the close."
          In other instances, Broumas called Havill earlier in the day and
          asked to be informed later in the afternoon of JML's then-current
          trading price.  Of these 31 trades, 29 were the last trade of the
          day, 25 were executed on an uptick, and 6 on a zero plus tick. [9]
          

          **FOOTNOTES**

          [1]: On  September 27, 1991, the Commission brought an injunctive
               action against Broumas charging that he violated the federal
               securities  laws  by executing wash trades in James Madison,
               Limited stock and by  marking  the close.  Without admitting
               or denying the allegations, Broumas  consented  to the entry
               of  a  permanent injunction.  SEC v. John G. Broumas,  Civil
               Action No. 91-2449 (D.D.C.).

               In  November   1994,  Broumas  pled  guilty  to  a  criminal
               information charging  him with misapplication of bank funds.
               The information alleged  that, from April through June 1990,
               Broumas  engaged in a check-kiting  scheme,  writing  checks
               against insufficient  funds  in  order to meet margin calls.
               It also charged that Broumas improperly used his position as
               board  chairman  of Madison National  Bank  of  Virginia  to
               exchange personal  checks drawn on falsely inflated balances
               for cashier's checks  in  order to meet margin calls and pay
               other expenses.  United States  v. Broumas, Crim. No. 94-442
               (D.D.C. Nov. 23, 1994).

               [2]:Our Rules of Practice were amended  in 1995.  Securities
               Exchange Act Rel. No. 35833, 60 Fed. Reg.  32,738  (June 23,
               1995).  Because these proceedings were instituted before the
               new  rules  were  adopted,  they  are governed by our former
               Rules of Practice.

               [3]:Thomas C. Kocherhans, Securities  Exchange  Act Rel. No.
               36556 (December 6, 1995), 60 SEC Docket 2589, 2592.

               [4]:An  uptick  occurs  when  a  securities  transaction  is
               executed at a price higher than the previous transaction  in
               the same security.

               [5]:As  a  result of his inability to repay his liabilities,
               Broumas filed for personal bankruptcy in early 1991.

               [6]:United States  v.  Cohen,  518  F.2d 727, 734 (2d Cir.),
               cert. denied, 423 U.S. 926 (1975).

               [7]:Schedule  G  to the National Association  of  Securities
               Dealers, Inc.'s By-Laws,  which was in effect at the time of
               the events at issue, required  that  over-the-counter  sales
               transactions in listed securities be reported.

               [8]:On  October  26,  1989,  Broumas  entered  an  order  to
               purchase 500 shares of JML stock, which was executed at 3:52
               p.m.   This  trade, which was executed at an uptick, was the
               last trade of the day on the AMEX in JML.

               [9]: A "zero plus tick" occurs when a securities transaction is
               executed at the same price as  the previously executed trade
               in  that  security and that previous  trade,  in  turn,  was
               executed at a price higher than the trade that preceded it.

         

               In September or October 1989, Havill asked Broumas why he
          made these trades since the trades were not profitable.  Broumas
          admitted to Havill that he was trying "to create interest" in
          JML, observing that "if nobody [bought] it on a certain day, it
          [wouldn't] show up in the [newspaper] listing."  Havill relayed
          this information to his SSI branch manager, who approved Broumas'
          continued trading.  The branch manager assured Havill that
          "[i]t's okay because [Broumas is] not making any money, and to
          make the stock go up artificially, you have to buy a lot more
          than 100 shares."

               Between November 9, 1989 and January 11, 1990, Havill
          effected seven wash trades for Broumas involving a total of
          64,352 shares of JML stock.  Six of these seven wash trades were
          reported to the AMEX.  On the days that these JML trades were
          reported, Broumas' wash trades accounted for between 42 and 76
          percent of that day's volume in JML reported on the AMEX.
          Sometimes, Broumas would notify Havill that Havill would receive
          a call from an unrelated broker-dealer that would handle the
          other side of the trade, or Broumas would instruct Havill to call
          a specific firm to complete the trade.  On other occasions,
          Havill received an initial call from another broker-dealer
          telling him that it was selling or buying a certain quantity of
          JML stock on behalf of Broumas.  Havill would then contact
          Broumas to confirm that Broumas wished to enter into the
          transaction before executing the trade.

               After Havill had executed several of these trades, Broumas
          told him that the JML shares were being sold to and bought from
          Broumas' own accounts at other firms.  Havill informed his branch
          manager of Broumas' activities.  The branch manager complained
          about the commission rate that Havill proposed to charge Broumas
          to effect these transactions and required Havill to charge
          Broumas a higher rate.

               Havill subsequently told Broumas that SSI had ordered Havill
          "not to take these upticks" because the trades were "not proper
          and . . . might affect the market or something . . . ."  The AMEX
          began an investigation of transactions in JML entered in January
          1990 through SSI.  Havill became aware of the AMEX investigation
          shortly thereafter.

                  
                                         III.

               The three elements necessary to find aiding and abetting
          are:  (1) securities law violations by Broumas; (2) Havill's
          substantial assistance in the conduct constituting those
          violations; and (3) Havill's general awareness or knowledge that
          his actions were part of an overall course of conduct that was
          illegal or improper. [10]  We conclude that Havill willfully
          aided and abetted certain of Broumas' violations.

               A.  Broumas' Violations.  Broumas sought to create interest
          in JML and ensure that the thinly-traded stock would appear in
          the newspaper.  Section 9(a)(2) of the Exchange Act specifically
          prohibits transactions that create the appearance of activity or
          raise or lower the price of a security for the purpose of
          inducing others to purchase. [11]

               As discussed above, a higher closing price benefited Broumas
          by increasing the equity in his margin accounts and preserving
          the marginability of JML stock.  By artificially influencing
          JML's price level at the end of the day, Broumas intentionally
          distorted the stock's market price, conveying false information
          to investors and market participants.  We conclude that Broumas
          willfully violated Sections 9(a)(2) and 10(b) of the Exchange Act
          and Rule 10b-5 thereunder in connection with his marking-the-
          close transactions.

               As noted above, Broumas also engaged in hundreds of wash
          trades in JML stock.  Broumas' wash trades were a scheme or
          device to defraud others.  As a result of securities
          transactions, Broumas caused broker-dealers to pay him
          immediately the proceeds from the sale portion of the wash
          transaction.  He otherwise would not have been entitled to
          receive these proceeds because his transactions were not bona
          fide.  The wash trades also operated as a fraud and deceit on the
          marketplace by creating a deceptive appearance of market
          activity, accomplished by an intentional interference with the
          free forces of supply and demand. [12]  Broumas' creation of
          deceptive market activity was manipulative. [13]  Based on this
          conduct, we conclude that Broumas' wash trades violated Section
          10(b) of the Exchange Act and Rule 10b-5 thereunder. [14]

               B. Havill's Aiding and Abetting.

               1.  Marking the Close.  Between the opening of the account
          on August 30, 1989, and January 17, 1990, Broumas entered a total
          of 41 trades through Havill at SSI.  As noted above, 31 of those
          trades were entered within the last 10 minutes of trading.

               Broumas' pattern of marking the close in JML began with the
          second trade that he entered through Havill at the Firm.  During
          the first four weeks that Broumas' individual account was open,
          Broumas made 15 JML trades, an average of over three trades per
          week.  In 13 of those trades, Broumas purchased 100 shares.  All
          13 transactions were executed after 3:55 p.m. and were the last
          trade of the day.  Eleven of these trades were entered at a plus
          tick, and two were entered at a zero-plus tick.

               The pattern of trading at the close continued.  Beginning on
          December 29, 1989, Broumas placed 13 JML trades in his two
          accounts over a 15-business day period.  Ten of these trades were
          the last trade on the AMEX of the day. [15]  Seven trades were
          placed at a plus tick, and three trades were at a zero-plus tick.
            
               Havill knew that Broumas was an officer of the bank.  He
          also knew that Broumas was a major JML shareholder and that a
          rise in the price of JML would benefit Broumas because Broumas
          owned so much JML stock.  Havill also was aware that JML was
          thinly traded.  He kept posting sheets of the activity in the
          Broumas' accounts and monitored the price of JML.  He would
          sometimes call Broumas to let Broumas know if JML had risen in
          price because he knew that price increases in JML would please
          Broumas. [16]

               Havill admits that Broumas' trading was "unusual . . .
          something I had never seen before or since then." [17]  Havill
          knew that Broumas was not making a profit on the trades.  Havill,
          moreover, ignored Broumas' statements describing precisely
          conduct that is proscribed specifically by Exchange Act Section
          9(a)(2) -- the entry of orders to create the appearance of
          activity in a security.

               Havill asserts that he could not discern a pattern in
          Broumas' trading.  We believe that he was, at the least, reckless
          in not doing so.  Havill had been a securities professional for
          at least four years when these transactions began.  Havill argues
          that he could not identify the pattern because Broumas entered
          both market orders and limit orders shortly before the close.
          Havill admits that he was aware that market orders would be
          entered at the ask price.  He notes, however, that several of
          Broumas' orders were not market orders, but limit orders between
          the bid and the ask.  Many of these limit orders, however,
          resulted in an uptick or zero-plus tick of the AMEX price.  We
          conclude that Havill was at least reckless in not seeing the
          pattern in Broumas' trading, particularly when that trading was
          beneficial to Broumas.

               Havill also suggests that he should not liable because he
          described Broumas' practice of trading at the end of the day to
          his branch manager, including Broumas' explanations for his
          trading.  Havill states that the branch manager "educated" Havill
          about Broumas' trading at the close, explaining to Havill that
          Broumas was not making money on the trades and could not
          manipulate the market with such small trades.  Havill states that
          the branch manager had a principal's license, over twenty years
          of experience, and several college degrees.  Havill asserts that
          he had no reason not to rely on the manager's advice and no
          motive to assist Broumas. [18]

               We do not agree that Havill properly relied on the branch
          manager's explanation concerning the marking-the-close trades.
          Havill knew or was reckless in not knowing that his branch
          manager's suggestion that Broumas' trades could not affect JML's
          price was wrong.  The marking-the-close trades frequently
          resulted in an increase in JML's closing price, an increase which
          Havill knew or was reckless in not knowing was advantageous to
          Broumas's margined position in that stock. [19]
             
               2.  Wash Trades.  Broumas placed seven wash trades through
          Havill at SSI.  Broumas admitted to Havill that Broumas was
          effecting transactions between SSI and accounts that he
          maintained at other firms.  Nevertheless, Havill did not question
          the fact that Broumas was willing to pay commissions and margin
          fees essentially to trade with himself.  Unlike the marking-the-
          close trades, the wash trades involved a substantial number of
          JML shares -- between 8,000 and 13,522 shares per trade.  Havill
          was at least reckless in not recognizing that the trades
          constituted a substantial proportion of the reported volume in
          JML.

               Havill claims that his branch manager approved the wash
          trades.  When Broumas began entering wash trades, Havill informed
          his branch manager about the trades.  Havill and his branch
          manager had a disagreement about the rate of commissions that
          Broumas should be charged.  Unlike the marking-the-close
          transactions, however, Havill does not claim that the branch
          manager explained or "educated" him about Broumas' wash trading.
          Rather, while the record reflects that Havill and the manager
          discussed the fact of the trades, Havill's testimony indicates
          that the discussion was limited to the amount of commissions to
          be charged. [20]  While the branch manager may have been aware of
          the trading, we do not believe that the record supports Havill's
          conclusion that the manager advised Havill that Broumas' trading
          was somehow proper. [21]

               Havill claims that, because he had never been trained about
          what constitutes a marking-the-close transaction or a wash trade,
          he was not aware that Broumas' actions were improper. [22]   In
          this regard, he notes that SSI's compliance manual did not refer
          to wash trades or marking the close.  Ignorance, however, is not
          an excuse for engaging in violative conduct.  An associated
          person of a broker-dealer has a duty to be aware of and comply
          with applicable rules and requirements. [23]  We often have
          disciplined securities professionals for wash trades and for
          marking the close. [24]  Indeed, the legislative history
          accompanying the original enactment of the Exchange Act expresses
          repeated concern about wash transactions. [25]

               We conclude that Havill willfully aided and abetted both
          Broumas' marking-the-close and wash trade violations.  We further
          conclude, pursuant to Section 21C of the Act, that Havill was a
          cause of Broumas' violations. [26]

                                         IV.

               As noted, the law judge ordered that Havill be suspended
          from registration with a broker or dealer for two months and be
          required to cease and desist from violations of the antifraud and
          antimanipulation provisions.  The Division has not appealed his
          sanction.

               We agree that this sanction is in the public interest.
          Havill accepted and placed what he recognized were extraordinary
          trades for a customer who was engaged in a manipulative scheme, a
          serious violation. [27]  We note, however, that Havill has no
          prior disciplinary history and is no longer in the securities
          industry.  We shall suspend Havill from registration with a
          broker or dealer for two months and order that he cease and
          desist from violating or causing future violations of Sections
          9(a)(2) and 10(b) of the Exchange Act and Rule 10b-5
          thereunder. [28]
         


          **FOOTNOTES**

          [10]:See Donald  T.  Sheldon,  51 S.E.C. 59, 66 (1992), aff'd, 45
               F.3d 1515 (11th Cir. 1995), and cases cited therein.

               [11]:United States v. Stein,  456  F.2d  844,  846,  850 (2d
               Cir.),  cert.  denied,  408  U.S.  922  (1972) (violation of
               Section  9(a)(2)  through manipulative activities  including
               purchases of 100 to  200  shares of stock at a "plus tick");
               Re,  Re  &  Sagarese, 41 S.E.C.  230,  232  (1962)  (finding
               specialists  manipulated  stocks  in  violation  of  Section
               9(a)(2) and 10(b)  and  Rule  10b-5  by, among other things,
               "closing transactions on the uptick").

               [12]:See  Ernst & Ernst v. Hochfelder,  325  U.S.  195,  204
               (1976).

               [13]:Swartwood,  Hesse,  Inc.,  50 S.E.C. 1301, 1307 (1992);
               Edward J. Mawod & Co., 46 S.E.C.  865, 869-71 (1977), aff'd,
               591  F.2d  588, 595 (10th Cir. 1979);  Thornton  &  Co.,  28
               S.E.C. 208, aff'd per curiam, 171 F.2d 702 (2d Cir. 1948).

               [14]:We previously  have  held  that  specific  manipulative
               intent  must  be  demonstrated  to establish a violation  of
               Sections 9(a)(1) and 9(a)(2).  Michael  Batterman, 46 S.E.C.
               304, 305 (1976) (settled case); Harold T.  White,  3  S.E.C.
               466,  510  (1938).   The  record  here  evidences  only that
               Broumas   directed  his  trades  between  his  accounts  and
               accounts that he controlled to obtain funds using the float.
               Under these  circumstances,  we  conclude that Broumas' wash
               trades  do  not support a finding of  violation  of  Section
               9(a)(1) or 9(a)(2)  of  the  Exchange  Act.  Accordingly, we
               necessarily conclude that Havill did not aid, abet, or cause
               violations  of Section 9(a)(1) or 9(a)(2)  with  respect  to
               these wash trades.

               [15]:All  of  the   remaining  trades  placed  for  Broumas'
               accounts during this  15-day period were wash trades.  These
               trades are discussed infra.

               [16]:Havill testified:

                    I would call his secretary and say -- because I knew he
                    wanted to know the  price  of  the  stock,  that  James
                    Madison was up an eighth of a point this morning .  . .
                    or sometimes I would speak to [Broumas].

                    [17]:Some  courts  require  clear  proof  of  intent to
               violate  the  law  to  find  a  person liable for aiding and
               abetting  in  a case where "the alleged  aider  and  abettor
               conducts what appears  to  be  a transaction in the ordinary
               course of his business" or "the  evidence shows no more than
               transactions  constituting the daily  grist  of  the  mill."
               Woodward v. Metro  Bank  of Dallas, 522 F.2d 84, 95, 97 (5th
               Cir.  1975).  Here, however,  Havill  admits  that  Broumas'
               trades were extraordinary and totally without precedent.

               [18]:Havill   also   complains  that  his  manager  was  not
               disciplined in connection  with  Broumas'  trading activity.
               However, even if Havill's manager had failed  reasonably  to
               supervise  Havill,  that  failure  would not excuse Havill's
               behavior.   Martin Herer Engelman, Securities  Exchange  Act
               Rel. No. 35729  (May  18,  1995)  59  SEC Docket 1038, 1057,
               n.46,  aff'd sub nom. Isen v. SEC, 87 F.3d  1319  (9th  Cir.
               1996) (Table); Donald T. Sheldon, 51 S.E.C. at 71.

               [19]:We  believe  that  Havill's situation differs from that
               described in James L. Owsley, 51 S.E.C. 524, 528 (1993).  In
               Owsley,  a  registered representative,  Robert  Nelson,  had
               asked his supervisor whether Nelson was required to disclose
               that he was selling  his  own stock in an issuer at the same
               time  that  Nelson was recommending  the  purchase  of  that
               stock.  The supervisor  advised  Nelson  that disclosure was
               not necessary, and Nelson made none.  We concluded  that the
               record did not demonstrate there that Nelson had acted  with
               scienter.

               Here,  Havill  knew  that  JML was thinly traded, and he was
               following the price of the stock.  He recklessly ignored the
               fact that the trades Broumas  placed  at  the end of the day
               over a 4-1/2 month period were repeatedly the  last trade of
               the day and often caused the stock to close at an  uptick or
               a  zero-plus  tick.   We  also  question  whether the branch
               manager   completely   understood   the   nature  of   these
               transactions.   The  manager  testified during  our  staff's
               investigation that he was not aware  that  the  transactions
               were  resulting  in  an  uptick although he recognized  that
               market orders generally would be executed at an uptick.

               [20]:During the investigation,  the branch manager testified
               that he became aware of the wash  trades  at  some  point in
               time,  although he could not recall when he became aware  of
               these trades  or  whether  he  discovered  the  trades  from
               reviewing  the  order tickets.  He further testified that in
               retrospect he thought  the trades were unusual.  The manager
               answered, "No" in response  to  the  question  "Did you ever
               inquire  as  to Mr. Havill about these trades what  [sic]  I
               will call directed trades?"

               [21]:See, e.g.,  Michael  Brian  Kormos, Securities Exchange
               Act Rel. No. 35823 (June 8, 1995)  59  SEC Docket 1438, 1441
               (observing  that  manager's  direction to "do  it"  did  not
               suggest that action was "proper or lawful").

               [22]:Havill asserts that he did  not  have any motivation to
               assist  Broumas.   He states that he and  Broumas  were  not
               close social acquaintances and had limited business dealings
               before the events at  issue.  He also states that he charged
               Broumas very low commissions  and  received  only  $1500  in
               commissions  from  Broumas'  trades,  not  enough to warrant
               risking  his  securities  license.  We note, however,  that,
               according to Broumas, after  approximately  4-1/2  months of
               trading,  SSI  refused to accept any more orders because  of
               concern about the  marking  the  close  transactions,  which
               would  limit the amount of commissions.  In any event, since
               we have  found  that  Havill was reckless in not recognizing
               various indicia of Broumas'  violative  activity,  we do not
               speculate about whether he had a motive to assist Broumas in
               that activity.

               [23]:See,  e.g.,  Gilbert  M. Hair, 51 S.E.C. 374, 378  n.12
               (1993), and cases cited therein.

               [24]:See  nn.11,  13  supra.   See   also   Andrew  Doherty,
               Securities Exchange Act Rel. No. 29545 (August 12, 1991), 49
               SEC Docket 859; Jacob Schaefer, Securities Exchange Act Rel.
               No.  13736  (July  11,  1977),  12 SEC Docket 1128;  SEC  v.
               Chromalloy  American Corp., Civil  No.  77-1531  (S.D.N.Y.),
               Lit. Rel. No.  7850  (March  30,  1977),  11 SEC Docket 2186
               (settlements).

               [25]:S. Rep. No. 792, 73d Cong., 2d Sess. 7-8 (1934) (noting
               that  the  proposed  statute  would prohibit "fictitious  or
               'wash' sales; 'matched' orders");  H.R.  Rep.  No. 1343, 73d
               Cong., 2d Sess. 10 (1934) ("[W]ash sales and matched  orders
               and other devices designed to create a misleading appearance
               of  activity  with  a  view  to enticing the unwary into the
               market   on  the  hopes  of  quick  gains   are   definitely
               prohibited.").

               [26]:Our finding  that  Havill  willfully  aided and abetted
               Broumas' violations necessarily makes him a "cause" of those
               violations.   See  Dominick  &  Dominick,  Incorporated,  50
               S.E.C.  571, 578 n.11 (1991).  As noted above,  to  conclude
               that a respondent  aided and abetted another's violation, it
               must be found that the  respondent  acted  with scienter.  A
               respondent  is  a  "cause"  of  another's violation  if  the
               respondent  "knew  or should have known"  that  his  act  or
               omission would contribute  to  such violation.  Exchange Act
               Section 21C(a).

               [27]:As we stated twenty-five years ago:

                    The importance of a broker-dealer's responsibility 
                    to use diligence where there are any unusual 
                    factors is highlighted by the fact that violations 
                    of the antifraud and other provisions of the securities 
                    laws frequently depend for their consummation . . . on 
                    the activities of broker-dealers who fail to make diligent 
                    inquiry to obtain sufficient information to justify their 
                    activity in [a] security.  Alessandrini & Co., Inc., 
                    45 S.E.C. 399, 406 (1973).
          
               [28]:In Johnson v. SEC, 87 F.3d 484 (D.C. Cir. 1996), the Court
               of Appeals  ruled  that the statute of limitations contained
               in 28 U.S.C. 2462 prohibited this Commission from imposing a
               censure and a supervisory  suspension  in  an administrative
               proceeding because that proceeding had been  initiated  more
               than  five years after the entire conduct at issue.  We note
               that the  majority  of  the conduct here is within the five-
               year period.  Even if a proceeding based upon certain of the
               conduct were time-barred,  such conduct can be considered as
               evidence of motive, intent,  or  knowledge.  See, e.g., Fed.
               R. Evid. 404(b).               

               An appropriate order will issue. [29]

               By the Commission (Chairman LEVITT and Commissioner HUNT);
          Commissioner JOHNSON concurring; Commissioners CAREY and UNGER
          not participating.




          Jonathan G. Katz
          Secretary

          Commissioner JOHNSON concurs for the reasons set forth in his
          separate statement to this Commission's opinion in Sharon M.
          Graham and Stephen C. Voss, Exchange Act Rel. No. __ (__), __ SEC
          Docket __.

          **FOOTNOTES**

          

               [29]:All of the contentions advanced  by  the  parties  have
               been  considered.   They  are  rejected  or sustained 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. 40726 / November 30, 1998

          Admin. Proc. File No. 3-8510

          __________________________________________   
                      In the Matter of              :
                                                    :
                        ADRIAN HAVILL               :  
          __________________________________________:

           ORDER IMPOSING REMEDIAL SANCTIONS

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

               ORDERED that Adrian Havill be, and he hereby is, suspended from
          association with any broker or dealer for a period of two months;
          and it is further

               ORDERED that Havill cease and desist from committing or causing
          any violation or any future violation of Sections 9(a)(2) and 10(b)
          of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder;
          and it is further

               ORDERED that Havill's suspension shall be effective at the
          opening of business on December 14, 1998.

               By the Commission.



               Jonathan G. Katz
               Secretary