UNITED STATES OF AMERICA
                                     Before the
                          SECURITIES AND EXCHANGE COMMISSION

          SECURITIES EXCHANGE ACT OF 1934
          Release No. 40664 / November 12, 1998

          ADMINISTRATIVE PROCEEDING
          File No. 3-9777


            __________________________________      ORDER INSTITUTING PUBLIC
                                               :    ADMINISTRATIVE
                                               :    PROCEEDING, MAKING
            In the Matter of                   :    FINDINGS AND IMPOSING
                                               :    REMEDIAL SANCTIONS
            WILLIAM SEDKEY SAYDEIN,            :
                                               :
                                               :
                                Respondent.    :
                                               :
            ___________________________________:
            



                                         I.

               The Securities and Exchange Commission ("Commission") deems
          it appropriate and in the public interest that a public
          administrative proceeding pursuant to Sections 15(b) and 19(h) of
          the Securities Exchange Act of 1934 ("Exchange Act") be
          instituted against Respondent William Sedkey Saydein ("Saydein").


                                         II.

               In anticipation of the institution of this proceeding,
          Saydein has submitted an Offer of Settlement ("Offer"), which the
          Commission has determined to accept.  Solely for the purpose of
          this proceeding and any other proceeding brought by or on behalf
          of the Commission, or in which the Commission is a party, and
          prior to a hearing without admitting or denying the findings
          contained herein, except that Saydein admits the jurisdiction of
          the Commission over it and over the subject matter of this
          proceeding and the entry of a Judgment of Permanent Injunction
          and Other Relief against it as set forth in paragraph III.B.,
          Saydein consents to the entry of this Order Instituting Public
          Administrative Proceeding, Making Findings and Imposing Remedial
          Sanctions ("Order") set forth below.

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




                                         III.

               On the basis of this Order and the Offer submitted by
          Saydein, the Commission finds that:

               .    Saydein is 58 years old and resides in Arcadia,
          California.  Until its closure in March 1997, Saydein was
          president, secretary, treasurer, compliance officer and sole
          owner of W.S. Clearing, Inc. ("WSC"), a former broker-dealer
          registered with the Commission (File No. 8-43807) and located in
          Glendale, California.

               .    A Final Judgment of Permanent Injunction and Other
          Relief Against Defendant William Sedkey Saydein ("Final
          Judgment") was entered in the United States District Court for
          the Central District of California against Saydein on October 14,
          1998.  The Final Judgment permanently enjoins Saydein from
          violations of Section 17(a) of the Securities Act of 1933, and
          Sections 10(b) and Section 15(c)(3) of the Securities Exchange
          Act of 1934 and Rules 10b-5, 15c3-1 and 15c3-3 thereunder.  SEC
          v. W.S. Clearing, Inc. and William Sedkey Saydein, Civil Action
          No. 97-1486 MMM(CWx) (C.D. Cal.).

               .    The Commission's Amended Complaint filed in the action
          described above alleges, among other things, that in or about
          March 1997, Saydein operated WSC with a net capital deficiency
          and failed to cause WSC to deposit sufficient reserves to pay
          customer claims in a customer reserve bank account.  In addition,
          Saydein directed the misappropriation of customer funds, for
          deposit into WSC's customer reserve account, in order to conceal
          the above-described financial responsibility violations.
          Specifically, Saydein directed WSC employees to liquidate shares
          worth approximately $2.7 million from certain customer money
          market accounts without customer authorization.


                                         IV.

               Based on the foregoing, the Commission deems it appropriate
          and in the public interest to accept the Offer submitted by
          Saydein and impose the sanctions specified in the Offer.





               Accordingly, IT IS HEREBY ORDERED that:

               Pursuant to Sections 15(b) and 19(h) of the Exchange Act,
          Saydein be, and hereby is, barred from association with any
          broker or dealer, with the right to re-apply after five years to
          the appropriate self-regulatory organization, or if there is
          none, to the Commission.

               By the Commission.




               Jonathan G. Katz
               Secretary