UNITED STATES OF AMERICA
                                      Before the
                          SECURITIES AND EXCHANGE COMMISSION


             SECURITIES EXCHANGE ACT OF 1934
             Release No. 34-40906 / January 11, 1999

             ADMINISTRATIVE PROCEEDING
             File No. 3-9803

             ___________________________________
                                                :
             In the Matter of                   :    ORDER MAKING
             FINDINGS                           :    AND IMPOSING
             CERTAIN MARKET MAKING              :    SANCTIONS AS TO
             ACTIVITIES ON NASDAQ               :    DONALDSON, LUFKIN
                                                :   & JENRETTE SECURITIES
                                                :    CORPORATION AND
                                                :    LAWRENCE H. KURTZ
             ___________________________________:


                                          I.

                  In the accompanying Order Instituting Proceedings
             Pursuant to Sections 15(b) and 21C of the Securities
             Exchange Act of 1934 and Findings of the Commission ("Order
             Instituting Proceedings"), the Securities and Exchange
             Commission ("Commission") instituted these public
             administrative proceedings against Donaldson, Lufkin &
             Jenrette Securities Corporation, Lawrence H. Kurtz, and
             other firms and individuals.  Contemporaneously, Donaldson,
             Lufkin & Jenrette Securities Corporation and Lawrence H.
             Kurtz ("Respondents") have submitted Offers of Settlement
             ("Offers") in anticipation of the institution of these
             proceedings, which the Commission has determined to accept.
             In their Offers, Respondents, solely for the purposes of
             these proceedings and any other proceedings brought by or on
             behalf of the Commission or to which the Commission is a
             party, prior to a hearing pursuant to the Commission’s Rules
             of Practice, and without admitting or denying the findings
             herein, except for the findings of Section II.A., which are
             admitted, have consented to the entry of the Order
             Instituting Proceedings and this Order Making Findings and
             Imposing Sanctions as to Donaldson, Lufkin & Jenrette
             Securities Corporation and Lawrence H. Kurtz (which are
             hereinafter referred to as the "Orders").
                  The Commission has determined that it is appropriate
             and in the public interest to accept the Respondents’ Offers
             and accordingly is issuing this Order.

                                         II.

                  On the basis of the Orders and Respondents’ Offers, the
             Commission finds[1] the following:

                  A.   Respondents

                  Donaldson, Lufkin & Jenrette Securities Corporation, a
             Delaware corporation, is registered with the Commission as a
             broker-dealer pursuant to Section 15(b) of the Securities
             Exchange Act of 1934 ("Exchange Act").  At all relevant
             times, Donaldson, Lufkin & Jenrette Securities Corporation
             made markets in a number of securities traded in the Nasdaq
             market.  Donaldson, Lufkin & Jenrette Securities
             Corporation's principal place of business during the
             relevant time period was New York, New York.  Donaldson,
             Lufkin & Jenrette Securities Corporation traded Nasdaq
             stocks for its own accounts and for the accounts of
             institutional and retail investors.  At all times relevant
             herein, Donaldson, Lufkin & Jenrette Securities Corporation
             was a member of the National Association of Securities
             Dealers, Inc. ("NASD"), a national securities association
             registered with the Commission under Section 15A of the
             Exchange Act.

                  Lawrence H. Kurtz, age 51, resides in Brooklyn, New
             York and, at all relevant times, was a Nasdaq trader at
             Donaldson, Lufkin & Jenrette Securities Corporation.  As a
             Nasdaq trader, Lawrence H. Kurtz was responsible for making
             markets in certain securities traded on the Nasdaq Stock
             Market.

                  B.   Factual Summary

                  In connection with its activities as a Nasdaq market
             maker, Donaldson, Lufkin & Jenrette Securities Corporation
             and Lawrence H. Kurtz engaged in the following activities,
             as more fully described in the applicable sections of the
             accompanying Order Instituting Proceedings, in the following
             securities and on the following dates.

                  1.   The Fraudulent Coordination of Quote Movements

                  Donaldson, Lufkin & Jenrette Securities Corporation
             engaged in, or caused, the coordinated entry of quotations
             on Nasdaq in violation of Sections 15(c)(1) and (2) of the
             Exchange Act and Rules 15c1-2 and 15c2-7 thereunder, in one
             or more of the respects described in Section II.C.1. of the
             Order Instituting Proceedings in a market making transaction
             or a related series of market making transactions in:

                         a. the stock of Exide Electronics Group, Inc.
                       ("XUPS") on May 26, 1994; and,

                          b.     the stock of Legent Corp. (LGNT") on
                       June 9, 1994.

                  2.   Undisclosed Arrangements to Coordinate Quotations

                  Donaldson, Lufkin & Jenrette Securities Corporation
             entered, or caused to be entered, in the Nasdaq market
             fictitious quotations in one or more respects described in
             Section II.C.2. of the Order Instituting Proceedings in
             violation of Section 15(c)(2) of the Exchange Act and Rule
             15c2-7 thereunder, in a market making transaction or related
             series of market making transactions in:

                         a. the stock of Legent Corp. ("LGNT") on April
                       19, 1994;

                         b. the stock of Liberty Media Corp. ("LBTYA") on
                       June 2, 1994;

                         c. the stock of Novell Inc. ("NOVL") on June 17,
                       1994, aided and abetted by its trader Lawrence H.
                       Kurtz;

                         d. the stock of 3 Com Corporation ("COMS") on
                       July 21, 1994, aided and abetted by its trader
                       Lawrence H. Kurtz;

                         e. the stock of United Video Satellite Group,
                       Class A ("UVSGA") on August 9, 1994;

                         f. the stock of Bell Cablemedia PLC - ADR
                       ("BCMPY") on August 29, 1994; and

                         g. the stock of Autodesk Inc. ("ACAD") on
                       October 25, 1994, aided and abetted by its trader
                       Lawrence H. Kurtz.

                  3.   Failure to Keep Accurate Books and Records

                  Donaldson, Lufkin & Jenrette Securities Corporation
             failed to keep and maintain accurate books and records in
             one or more of the respects described in Section II.C.7. of
             the Order Instituting Proceedings in violation of Section
             17(a) of the Exchange Act and Rule 17a-3 thereunder, in a
             market making transaction or related series of market making
             transactions in:

                          a.     the stock of Novell Inc. ("NOVL") on
                       June 17, 1994; and,

                           b.    the stock of United Video Satellite
                       Group, Class A ("UVSGA") on August 9, 1994.

                  4.   Failure to Reasonably Supervise Nasdaq Trading

                  Donaldson, Lufkin & Jenrette Securities Corporation
             failed reasonably to supervise its Nasdaq market making
             activities with a view to preventing future violations
             within the meaning of Section 15(b)(4)(E) of the Exchange
             Act, in one or more of the respects described in Section
             II.C.8.a. and b. of the Order Instituting Proceedings.

                                         III.

                  By reason of the foregoing, Donaldson, Lufkin &
             Jenrette Securities Corporation willfully violated Sections
             15(c)(1) and (2), and 17(a) of the Exchange Act, and Rules
             15c1-2, 15c2-7, and 17a-3 thereunder, and failed reasonably
             to supervise its Nasdaq trading personnel within the meaning
             of Section 15(b)(4)(E) of the Exchange Act.  Lawrence H.
             Kurtz willfully aided and abetted and caused violations of
             Section 15(c)(2) of the Exchange Act and Rule 15c2-7
             thereunder.

                                         IV.

                  In view of the foregoing and Respondents’ Offers, IT IS
             HEREBY ORDERED, pursuant to Sections 15(b) and 21C of the
             Exchange Act, that:

                  1.   Donaldson, Lufkin & Jenrette Securities
                       Corporation shall cease and desist from committing
                       or causing any violation of, and committing or
                       causing any future violation of, Sections 15(c)(1)
                       and (2), and 17(a) of the Exchange Act, and Rules
                       15c1-2, 15c2-7, and 17a-3 thereunder;

                  2.   Donaldson, Lufkin & Jenrette Securities
                       Corporation shall, within 10 business days of the
                       entry of this Order, pay a civil penalty in the
                       amount of $260,000.00 by wire transfer in
                       accordance with instructions furnished by the
                       Commission staff, or by U.S. Postal money order,
                       certified check, bank cashier’s check, or bank
                       money order, made payable to the Securities and
                       Exchange Commission, which shall be hand-delivered
                       or mailed to the Comptroller, Securities and
                       Exchange Commission, Operations Center, 6432
                       General Green Way, Mail Stop O-3, Alexandria, VA
                       22312, under cover of a letter that identifies
                       Donaldson, Lufkin & Jenrette Securities
                       Corporation as a Respondent in these proceedings
                       and provides the caption and file number for these
                       proceedings; with (a) written confirmation of
                       payment by such wire transfer, or (b) a copy of
                       such cover letter and money order or check, to be
                       sent to Leonard W. Wang, Division of Enforcement,
                       Securities and Exchange Commission, 450 5th
                       Street, N.W., Mail Stop 7-1, Washington, D.C.
                       20549;

                  3.   Donaldson, Lufkin & Jenrette Securities
                       Corporation shall, within 90 days of the date of
                       the entry of this Order, provide to the
                       independent consultant appointed by the Commission
                       in connection with these proceedings (the
                       "Independent Consultant") a description of its
                       policies, procedures and practices relating to
                       prevention or detection of the types of improper
                       conduct involving Donaldson, Lufkin & Jenrette
                       Securities Corporation described in  Section II of
                       this Order.  Within such time as the Commission
                       directs, the Independent Consultant shall review
                       such policies, procedures and practices with a
                       view to determining if they would reasonably be
                       expected to prevent and detect, insofar as
                       practicable, any of the types of improper conduct
                       involving Donaldson, Lufkin & Jenrette Securities
                       Corporation described in  Section II of this
                       Order.  Donaldson, Lufkin & Jenrette Securities
                       Corporation shall cooperate with the Independent
                       Consultant’s review of Donaldson, Lufkin &
                       Jenrette Securities Corporation’s policies,
                       procedures and practices, and shall, among other
                       things, provide such further information as the
                       Independent Consultant reasonably requests or that
                       Donaldson, Lufkin & Jenrette Securities
                       Corporation deems relevant to the Independent
                       Consultant’s review, provided, however, that
                       Donaldson, Lufkin & Jenrette Securities
                       Corporation need not provide any information to
                       which it asserts a valid claim of the attorney-
                       client privilege.  The Independent Consultant
                       shall maintain the confidentiality of all
                       materials provided by Donaldson, Lufkin & Jenrette
                       Securities Corporation and shall not provide the
                       materials to any person, provided, however, that
                       such materials may be provided to the Commission
                       or its staff.

                       If the Independent Consultant concludes that
                       Donaldson, Lufkin & Jenrette Securities
                       Corporation’s policies, procedures and practices,
                       as presented, would reasonably be expected to
                       prevent and detect, insofar as practicable, any of
                       the types of improper conduct involving Donaldson,
                       Lufkin & Jenrette Securities Corporation described
                       in  Section II of this Order, the Independent
                       Consultant shall inform Donaldson, Lufkin &
                       Jenrette Securities Corporation of this conclusion
                       in writing, and his or her responsibilities with
                       respect to Donaldson, Lufkin & Jenrette Securities
                       Corporation shall conclude.  If the Independent
                       Consultant cannot conclude that Donaldson, Lufkin
                       & Jenrette Securities Corporation’s policies,
                       procedures and practices meet the aforesaid
                       standard, he or she may recommend changes in or
                       additions to Donaldson, Lufkin & Jenrette
                       Securities Corporation’s policies, procedures or
                       practices for the purpose of improving their
                       ability to meet the aforesaid standard.
                       Donaldson, Lufkin & Jenrette Securities
                       Corporation shall implement all such recommended
                       changes or additions in a timely manner, but in
                       any event no later than three months after
                       receiving the recommendations of the Independent
                       Consultant or such other reasonable time as
                       determined by the Independent Consultant;
                       provided, however, if Donaldson, Lufkin & Jenrette
                       Securities Corporation  believes that a change or
                       addition to its policies, procedures and practices
                       recommended by the Independent Consultant is
                       unduly burdensome or unreasonable, it may:  (a)
                       propose an equally effective alternative to the
                       Independent Consultant, and, with the Independent
                       Consultant’s approval, implement that alternative
                       in lieu of the Independent Consultant’s
                       recommended change or addition; or (b) petition
                       the Commission, with notice to the Independent
                       Consultant and the Division of Enforcement, for
                       relief from the recommendation of the Independent
                       Consultant.

                       Within three months of receiving recommendations
                       of the Independent Consultant for changes in or
                       additions to its policies, procedures and
                       practices, Donaldson, Lufkin & Jenrette Securities
                       Corporation shall report in writing to the
                       Independent Consultant with respect to the
                       implementation of the recommendations and/or any
                       equally effective alternatives approved by the
                       Independent Consultant.  If Donaldson, Lufkin &
                       Jenrette Securities Corporation’s report on
                       implementation is without qualification and states
                       that said recommendations and/or alternatives have
                       been fully and effectively implemented, the
                       Independent Consultant’s responsibilities with
                       respect to Donaldson, Lufkin & Jenrette Securities
                       Corporation shall conclude.  If Donaldson, Lufkin
                       & Jenrette Securities Corporation’s report on
                       implementation is qualified, or in any respect
                       indicates that implementation is not full and
                       effective, Donaldson, Lufkin & Jenrette Securities
                       Corporation shall cooperate with all further
                       efforts of the Independent Consultant to ensure
                       that said recommendations and/or alternatives are
                       fully and effectively implemented.  When the
                       Independent Consultant concludes that Donaldson,
                       Lufkin & Jenrette Securities Corporation has fully
                       and effectively implemented said recommendations
                       and/or alternatives, he or she shall inform
                       Donaldson, Lufkin & Jenrette Securities
                       Corporation in writing of this conclusion and his
                       or her responsibilities with respect to Donaldson,
                       Lufkin & Jenrette Securities Corporation shall
                       conclude.  The fees and expenses of the
                       Independent Consultant arising from his or her
                       review of the policies, procedures and practices
                       of Donaldson, Lufkin & Jenrette Securities
                       Corporation and the other respondent firms subject
                       to the Independent Consultant’s review shall be
                       prorated evenly among such firms, and in such
                       prorated amounts, be paid by each such firm,
                       provided however, that if the Independent
                       Consultant recommends changes or additions to
                       Donaldson, Lufkin & Jenrette Securities
                       Corporation’s policies, procedures or practices,
                       the fees and expenses of the Independent
                       Consultant relating to the making and
                       implementation of those recommendations and/or any
                       alternatives approved by the Independent
                       Consultant, and any disagreements relating
                       thereto, shall be paid by Donaldson, Lufkin &
                       Jenrette Securities Corporation;

                  4.   Lawrence H. Kurtz shall cease and desist from
                       committing or causing any violation of, and
                       committing or causing any future violation of
                       Section 15(c)(2) of the Exchange Act, and Rule
                       15c2-7;

                  5.   Lawrence H. Kurtz shall, within 10 business days
                       of the entry of this Order, pay a civil penalty in
                       the amount of $15,000.00 by wire transfer in
                       accordance with instructions furnished by the
                       Commission staff, or by U.S. Postal money order,
                       certified check, bank cashier’s check, or bank
                       money order, made payable to the Securities and
                       Exchange Commission, which shall be hand-delivered
                       or mailed to the Comptroller, Securities and
                       Exchange Commission, Operations Center, 6432
                       General Green Way, Mail Stop O-3, Alexandria, VA
                       22312, under cover of a letter that identifies
                       Lawrence H. Kurtz as a Respondent in these
                       proceedings and provides the caption and file
                       number for these proceedings; with (a) written
                       confirmation of payment by such wire transfer, or
                       (b) a copy of such cover letter and money order or
                       check, to be sent to Leonard W. Wang, Division of
                       Enforcement, Securities and Exchange Commission,
                       450 5th Street, N.W., Mail Stop 7-1, Washington,
                       D.C. 20549; and

             **FOOTNOTES**

              [1]: The findings herein are solely for the purpose of these
                   proceedings, and are not binding on any person not a
                   respondent in these proceedings.



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                            6.   Lawrence H. Kurtz be, and hereby is,
                       suspended from association with any broker,
                       dealer, municipal securities dealer, investment
                       adviser or investment company, for a period of one
                       (1) month, effective one day after the date of
                       this Order.

                  Lawrence H. Kurtz shall provide to the Commission,
                       within 10 days after the end of the one (1) month
                       suspension described above, an affidavit that he
                       has complied fully with the sanctions described in
                       this Section.

             By the Commission.




                                                     Jonathan G. Katz
                                                     Secretary




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