UNITED STATES OF AMERICA
                                    Before the
                        SECURITIES AND EXCHANGE COMMISSION

        SECURITIES EXCHANGE ACT OF 1934
        Release No. 40787 / December 14, 1998
        
        ADMINISTRATIVE PROCEEDING
        File No.  3-9789
        
                                      : ORDER INSTITUTING PUBLIC
        In the Matter of              : ADMINISTRATIVE PROCEEDINGS
                                      : PURSUANT TO SECTIONS 15(b)(6)
        KEITH YOUNGSWICK,             : AND 19(h) OF THE SECURITIES
                                      : EXCHANGE ACT OF 1934, MAKING
                       Respondent.    : FINDINGS, AND IMPOSING
                                      : SANCTIONS

                                         I.

             The Securities and Exchange Commission ("Commission") deems it
        appropriate and in the public interest to institute administrative
        proceedings against Keith Youngswick ("Youngswick") pursuant to
        Sections 15(b)(6) and 19(h) of the Securities Exchange Act of 1934
        ("Exchange Act").

                                         II.

             In anticipation of the institution of this proceeding,
        Youngswick has submitted an Offer of Settlement, 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
        to which the Commission is a party, and without admitting or denying
        the Commission's findings contained herein, except that Youngswick
        admits the jurisdiction of the Commission over him and over the
        subject matter of this proceeding and the Commission's finding that a
        Final Judgment of Permanent Injunction and Other Relief has been
        entered against him as set forth in Section III., Youngswick consents
        to the entry of findings and the imposition of the remedial sanction
        set forth below.

                                        III.

             The Commission finds[1] the following:

             A.   Between March 1991 and September 1995, Youngswick was
        associated with various broker-dealers registered with the Commission
        pursuant to Section 15(b) of the Exchange Act, including Barington
        Capital Group, L.P., Beacon Securities, Inc., D.H. Blair & Co., Inc.,
        and Chatfield Dean & Co., Inc.;

             B.   On December 3, 1998, the Commission filed a Complaint
        against Youngswick and others in SEC v. Baridis, et al., Civil Action
        No. 98-8535 (JSM) (S.D.N.Y.).  On December 8, 1998, the United States
        District Court for the Southern District of New York entered a Final
        Judgment of Permanent Injunction and Other Relief as to Keith
        Youngswick, permanently enjoining Youngswick from violating Sections
        10(b) and 14(e) of the Exchange Act and Rules 10b-5 and 14e-3
        thereunder. Youngswick consented to the entry of the Final Judgment
        of Injunction against him without admitting or denying the
        allegations in the Complaint.  The Complaint alleged that Youngswick
        engaged in insider trading and tipped others while he was in
        possession of material nonpublic information concerning the
        securities of eight publicly traded companies.  The Complaint alleged
        that Youngswick realized illegal profits of at least $122,887.50, and
        his tippees' illegal profits total at least $217,909.38.

                                         IV.

                                      FINDINGS

             Based on the foregoing, the Commission finds that Youngswick was
        permanently enjoined from violations of certain provisions of the
        federal securities laws.

                                         V.

                                 OFFER OF SETTLEMENT

             Youngswick has submitted an Offer of Settlement to the
        Commission in which, prior to a hearing pursuant to the Commission's
        Rules of Practice, 17 C.F.R. 201.1 et seq., and without admitting
        or denying any of the above, except that he admits the jurisdiction
        of the Commission with respect to the matters set forth herein and
        the entry of the injunction, he consents to the issuance of this
        Order barring him from association with any broker, dealer,
        investment company, investment adviser or municipal securities
        dealer.  The Commission deems it appropriate and in the public
        interest to accept Youngswick's Offer of Settlement.

        **FOOTNOTES**

          [1]: The findings herein are made pursuant to Respondent Youngswick's 
          Offer of Settlement and are not binding on any other person or entity 
          in this or any other proceeding.





                                         VI.

                                        ORDER

             Accordingly, IT IS HEREBY ORDERED, that Youngswick is barred
        from association with any broker, dealer, investment company,
        investment adviser, or municipal securities dealer.

             By the Commission.



             Jonathan G. Katz
             Secretary