David Rubin

SECURITIES EXCHANGE ACT OF 1934
Release No. 49475 / March 25, 2004

ADMINISTRATIVE PROCEEDING
File No. 3-11439

I.

The Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest that public administrative proceedings be, and hereby are, instituted pursuant to Section 15(b) of the Securities Exchange Act of 1934 ("Exchange Act") against David Rubin ("Respondent" or "Rubin").

II.

In anticipation of the institution of these proceedings, Respondent has submitted an Offer of Settlement (the "Offer") which the Commission has determined to accept. Solely for the purpose of these proceedings and any other proceedings brought by or on behalf of the Commission, or to which the Commission is a party, and without admitting or denying the findings herein, except as to the Commission's jurisdiction over him and the subject matter of these proceedings, and the findings contained in Section III.2 below, which are admitted, Respondent consents to the entry of this Order Instituting Administrative Proceedings Pursuant to Section 15(b) of the Securities Exchange Act of 1934, Making Findings, and Imposing Remedial Sanctions ("Order"), as set forth below.

III.

On the basis of this Order and Respondent's Offer, the Commission finds that:

1. Rubin served as a consultant to and de facto control person of Discover Capital Holding Corp. ("Discover Capital"), and its NASD-registered broker-dealer, Indianapolis Securities, Inc. ("Indianapolis Securities"), in connection with an unregistered private placement offering Discover Capital initiated on September 9, 2002. Rubin is a 28-year-old resident of New York.

2. On March 23, 2004 a final judgment was entered by consent against Rubin, permanently enjoining him from future violations of Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, in the civil action entitled Securities and Exchange Commission v. Discover Capital Holdings Corp., et al., Case Number 03 Civ. 1496, in the United States District Court for the District of Columbia.

3. The Commission's complaint, filed on July 9, 2003, alleged an ongoing scheme to violate the registration and antifraud provisions of the federal securities laws. The Commission alleged that Rubin, along with other defendants, orchestrated a multi-faceted scheme involving a $20 million private placement offering of the securities of Discover Capital. The complaint alleged that certain other defendants raised through the offering more than $1 million from numerous individuals by means of aggressive sales calls, in-home sales visits, and the distribution of an inaccurate private placement memorandum. The complaint alleged that Rubin and the other defendants conducted the scheme through Indianapolis Securities, a registered broker-dealer, and its parent, Discover Capital.

IV.

In view of the foregoing, the Commission deems it appropriate and in the public interest to impose the sanctions specified in Respondent Rubin's Offer.

Accordingly, it is hereby ORDERED:

Pursuant to Section 15(b)(6) of the Exchange Act, that Respondent Rubin be, and hereby is barred from association with any broker or dealer. Any reapplication for association by the Respondent will be subject to the applicable laws and regulations governing the reentry process, and reentry may be conditioned upon a number of factors, including, but not limited to, the satisfaction of any or all of the following: (a) any disgorgement ordered against the Respondent, whether or not the Commission has fully or partially waived payment of such disgorgement; (b) any arbitration award related to the conduct that served as the basis for the Commission order; (c) any self-regulatory organization arbitration award to a customer, whether or not related to the conduct that served as the basis for the Commission order; and (d) any restitution order by a self-regulatory organization, whether or not related to the conduct that served as the basis for the Commission order.

By the Commission.