UNITED STATES OF AMERICA
                                      Before the
                          SECURITIES AND EXCHANGE COMMISSION


     SECURITIES EXCHANGE ACT OF 1934
     Release No. 39085 / September 17, 1997

     ADMINISTRATIVE PROCEEDING
     File No. 3-9415

          ______________________________
                                        :
          In the Matter of              :    ORDER INSTITUTING PROCEEDINGS
                                        :    PURSUANT TO SECTIONS 15(b) AND
          Freddie Don Stewart,          :    19(h) OF THE SECURITIES
                                        :    EXCHANGE ACT OF 1934, MAKING
                         Respondent.    :    FINDINGS AND IMPOSING REMEDIAL
          ______________________________:    SANCTIONS 



                                          I.

          The Securities and Exchange Commission ("Commission") deems it
     appropriate and in the public interest that an administrative proceeding be
     instituted pursuant to Sections 15(b) and 19(h) of the Securities Exchange
     Act of 1934 ("Exchange Act") against Freddie Don Stewart ("Stewart").

                                         II.

          In anticipation of the institution of this administrative proceeding,
     Stewart has submitted an Offer of Settlement ("Offer") that 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 contained herein, except those findings pertaining to the
     jurisdiction of the Commission over him and over the subject matter of
     these proceedings and the entry of the injunction described in paragraph D
     of Section III below, which he admits, Stewart consents to the entry of the
     findings and the imposition of the remedial sanctions set forth herein.

          Accordingly, IT IS ORDERED that proceedings pursuant to Sections 15(b)
     and 19(h) of the Exchange Act be, and hereby are, instituted. 





                                   
                                III.   

          On the basis of this Order Instituting Proceedings Pursuant to
     Sections 15(b) and 19(h) of the Securities Exchange Act of 1934   Making
     Findings and Imposing Remedial Sanctions, and the Offer submitted by
     Stewart, the Commission finds that: 

          A.   During the period from April 1994, through April 1995, Stewart
     was an associated person of a broker-dealer registered with the Commission
     pursuant to Section 15(a) of the Exchange Act.

          B.   On August 14, 1994, the Commission filed a complaint against
     Stewart in the U.S. District Court for the District of Massachusetts
     alleging, among other things, that, from September 1992, through at least
     March 1995, Stewart had violated the antifraud and securities registration
     provisions of the Securities Act of 1933 ("Securities Act") and the
     antifraud and broker-dealer registration provisions of the Exchange Act and
     the rules thereunder. <(1)>

          C.   Specifically, the Commission's complaint alleges that during that
     period Stewart made false and misleading statements to investors regarding
     potential returns and risks associated with ostrich breeding ventures in
     connection with the sale of unregistered securities in the form of
     partnership interests in those ventures.
              
          D.   On April 30, 1997, without admitting or denying any of the
     allegations contained in the complaint, except as to jurisdiction which he
     admitted, Stewart consented to a final judgment of permanent injunction
     which was entered on September 12, 1997, pursuant to which Stewart was
     permanently enjoined from violating Sections 5(a) and (c) and 17(a) of the
     Securities Act and Sections 10(b) and 15(a) of the Exchange Act and Rule
     10b-5 thereunder.

                                         IV.

          In view of the foregoing, the Commission deems it appropriate and in
     the public interest to accept the Offer submitted by Stewart and to impose
     the sanction specified therein.









                              

          <(1)>     Securities  and  Exchange  Commission v.  International
                    Breeders Inc., et. al., Civil Action No. 95-11818 (REK)
                    (filed August 14, 1995).

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          Accordingly, IT IS HEREBY ORDERED that:

          A.   Freddie Don Stewart be, and hereby is, barred from association
               with any broker, dealer, municipal securities dealer, investment
               adviser or investment company.

          By the Commission.



                                   Jonathan G. Katz
                                   Secretary









































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