UNITED STATES OF AMERICA
                            Before the
                SECURITIES AND EXCHANGE COMMISSION
                                                     
SECURITIES EXCHANGE ACT OF 1934
Release No. 37834 / October 17, 1996

ADMINISTRATIVE PROCEEDING
File No. 3-9170


------------------------------                              
                              )
In the Matter of              )  ORDER INSTITUTING PUBLIC         
                             )  PROCEEDINGS PURSUANT TO SECTION
NIR KANTOR,                   )  15(b)(6) OF THE SECURITIES     
                              )  EXCHANGE ACT OF 1934 AND
                              )  FINDINGS AND ORDER OF THE
     Respondent               )  COMMISSION
                              )
------------------------------



                                I.

     The Commission deems it appropriate and in the public
interest that public administrative proceedings be instituted
against Nir Kantor pursuant to Section 15(b)(6) of the Securities
Exchange Act of 1934 ("Exchange Act").

     In anticipation of the institution of these proceedings, Nir
Kantor 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, respondent 

(i) admits the jurisdiction of the Commission over him and the
subject matter of these proceedings, (ii) admits entry of the
Final Judgment of permanent injunction against him in the action
entitled SEC v. Nir Kantor et al., No. 96 CV 4012 (SWK)
(S.D.N.Y.), (iii) otherwise neither admits nor denies the
findings and conclusions set forth herein, and (iv) consents to
the entry of this Order Instituting Proceedings Pursuant to
Section 15(b)(6) of the Securities Exchange Act of 1934 and
Findings and Order of the Commission.

     Accordingly, IT IS HEREBY ORDERED that proceedings pursuant
to Section 15(b)(6) of the Exchange Act be and hereby are
instituted.
==========================================START OF PAGE 2======

                               II.

                             FINDINGS

     The Commission finds that:

     From 1993 until January 10, 1995, Kantor was associated with
Bankers Trust Securities Corporation, a registered broker dealer.

     On May 29, 1996, the Commission filed a complaint for
injunctive and other relief against Kantor in the United States
District Court for the Southern District of New York in the
action styled SEC v. Nir Kantor, et al., No. 96 CV 4012(SWK)
(S.D.N.Y.).  In the Complaint, the Commission alleged that Kantor
engaged in illegal insider trading by purchasing call option
contracts for the common stock of Caesars World, Inc. prior to
the December 19, 1994 public announcement of ITT Corporation's
tender offer for Caesars.  According to the complaint, Kantor
learned of the proposed tender offer in the course of his
employment as a compliance officer at Bankers Trust Securities
Corporation, which ITT had retained as its financial advisor. 
The complaint alleges that Kantor misappropriated material
nonpublic and confidential information regarding ITT's proposed
tender offer and made illegal profits of $12,043.75 by purchasing
Caesars call option contracts in an account maintained in the
name of a close friend.  The Complaint further alleges that
Kantor tipped his second cousin, and that Kantor and his cousin
made illegal profits of $38,262.50 as a result of a purchase of
Caesars call option contracts shortly before the public
announcement of the proposed tender offer.

     On September 12, 1996, the United States District Court for
the Southern District of New York issued a final judgment of
permanent injunction against Kantor.  Kantor, without admitting
or denying any of the allegations contained in the Complaint,
except as to jurisdiction, which he admitted, consented to the
entry of the injunction.  Pursuant thereto, Kantor is permanently
enjoined from violating Sections 10(b) and 14(e) of the Exchange
Act and Rules 10b-5 and 14e-3 promulgated thereunder.  

                               III.

                       OFFER OF SETTLEMENT

     Kantor, without admitting or any denying any of the above,
except that he admits the entry of the injunction against him and
jurisdiction of the Commission over him and the subject matter of
these proceedings, has submitted an Offer to the Commission in
which he consents to the issuance of an Order barring him from
association with any broker, dealer, investment company,
investment adviser, or municipal securities dealer.  Based on the
foregoing, the Commission deems it appropriate and in the public
==========================================START OF PAGE 3======

interest to accept Kantor's Offer and to impose the sanction
consented to therein.

                               IV.

                              ORDER

     Accordingly, IT IS HEREBY ORDERED that Kantor be, and he
hereby is, barred from association with any broker, dealer,
investment company, investment adviser, or municipal securities
dealer.

     By the Commission


                                        Jonathan G. Katz
                                        Secretary