UNITED STATES OF AMERICA
                                      Before the
                          SECURITIES AND EXCHANGE COMMISSION


             SECURITIES EXCHANGE ACT OF 1934
             Release No. 34-40922 / January 11, 1999

             ADMINISTRATIVE PROCEEDING
             File No. 3-9803

             ______________________________
                                           :
             In the Matter of              :    ORDER MAKING FINDINGS
                                           :    AND IMPOSING SANCTIONS
             CERTAIN MARKET MAKING         :    AS TO RAYMOND JAMES &
             ACTIVITIES ON NASDAQ          :    ASSOCIATES, INC.,
                                           :    THOMAS J. DUDENHOEFER
                                           :    AND TIMOTHY J. KANE
             ______________________________:


                                          I.

                  In the accompanying Orders 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 Raymond James &
             Associates, Inc., Thomas J. Dudenhoefer, Timothy J. Kane,
             and other firms and individuals.  Contemporaneously, Raymond
             James & Associates, Inc., Thomas J. Dudenhoefer and Timothy
             J. Kane ("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 Raymond James & Associates, Inc.,
             Thomas J. Dudenhoefer and Timothy J. Kane (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

                  Raymond James & Associates, Inc., a Florida
             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,
             Raymond James & Associates, Inc., made markets in a number
             of securities traded in the Nasdaq market.  Raymond James &
             Associates, Inc.'s principal place of business during the
             relevant time period was St. Petersburg, Florida.   Raymond
             James & Associates, Inc., traded Nasdaq stocks for its own
             accounts and for the accounts of institutional and retail
             investors.   At all times relevant herein, Raymond James &
             Associates, Inc. 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.

                  Thomas J. Dudenhoefer , age 39, resides in Largo,
             Florida and, at all relevant times, was a Nasdaq trader at
             Raymond James & Associates, Inc.  As a Nasdaq trader, Thomas
             J. Dudenhoefer  was responsible for making markets in
             securities traded on the Nasdaq Stock Market.

                  Timothy J. Kane, age 37, resides in Treasure Island,
             Florida and, at all relevant times, was a Nasdaq trader at
             Raymond James & Associates, Inc.  As a Nasdaq trader,
             Timothy J. Kane was responsible for making markets in
             securities traded on the Nasdaq Stock Market.

                  B.   Factual Summary

                  In connection with its activities as a Nasdaq market
             maker, Raymond James & Associates, Inc., Thomas J.
             Dudenhoefer and Timothy J. Kane 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

                  Raymond James & Associates, Inc., 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 Checkmate Electronics Inc. ("CMEL")
                       on May 27, 1994;

                  b.   the stock of Players International, Inc. ("PLAY")
                       on September 20
                       1994, aided and abetted by its trader Thomas J.
                       Dudenhoefer; and

                  c.   the stock of Danka Business Systems PLC ADR
                       ("DANKY") on September 23, 1994, aided and abetted
                       by its trader Thomas J. Dudenhoefer.

                  2.   Undisclosed Arrangements to Coordinate Quotations

                  Raymond James & Associates, Inc. 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 Station Casinos, Inc. ("STCI") on
                       September 21, 1994, aided and abetted by its
                       trader Thomas J. Dudenhoefer;

                         b. the stock of MTL, Inc. ("MTLI") on September
                       22, 1994, aided and abetted by its trader Thomas
                       J. Dudenhoefer;

                  c.   the stock of Ladd Furniture, Inc. ("LADF") on
                       October 24, 1994; and

                         d. the stock of Bally Gaming International, Inc.
             ("BGII") on October
             27, 1994, aided and abetted by its trader Timothy J. Kane.

                  3.   Other Market Maker Misconduct

                  Raymond James & Associates, Inc. engaged in, or caused,
             other manipulative conduct in the manner described in
             Section II.C.4. of the Order Instituting Proceedings in
             connection with making markets in:

                         a. the stock of Equity Corp. ("ECII") on October
                       19, 1994, aided and abetted by its trader Timothy
                       J. Kane.

                  4.   Best Execution Violations

                  Raymond James & Associates, Inc. failed, or caused the
             failure, to provide best execution in the handling of
             customer orders in one or more of the respects described in
             Section II.C.5. of the Order Instituting Proceedings in
             violation of Section 15(c)(1) of the Exchange Act and Rule
             15c1-2 thereunder, in a market making transaction or related
             series of market making transactions in:

                         a. the stock of Tech Data Corp. ("TECD") on
                       October 27, 1994, aided and abetted by its trader
                       Timothy J. Kane.

                  In addition, on October 28, 1994, Raymond James &
             Associates Inc., aided and abetted by its Nasdaq trader,
             Thomas J. Dudenhoefer, failed to provide best execution for
             a customer order to sell the common stock of Players
             International, Inc. ("PLAY") in that it purchased the
             customer’s stock at a price below the inside bid price in
             order to compensate the customer’s registered representative
             with an undisclosed amount of sales credit.

                  5.   Failure to Keep Accurate Books and Records

                  Raymond James & Associates, Inc. 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 Astec Industries Inc. ("ASTE")
                       in three violations on September 20, 1994;

                   b.        the stock of MTL Inc., ("MTLI") on September
                                 22, 1994;

                          c. the stock of Equity Corp. ("ECII") on
                       October 19, 1994;

                          d. the stock of Tech Data Corp. ("TECD") in two
                       violations on October 27, 1994; and

                          e. the stock of Players International, Inc.
                       ("PLAY") on October 28,  1994.

             **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.   Failure to Reasonably Supervise Nasdaq Trading

                  Raymond James & Associates, Inc. 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, and in the other following
             respects:

                  a.   In 1994, Respondent Raymond James & Associates,
             Inc. failed to promulgate, maintain and enforce adequate
             policies and procedures to prevent violations of the rules
             and regulations governing the accurate and timely reporting
             of transactions.  Raymond James & Associates, Inc. did not
             have any written policy regarding trade reporting and did
             not have adequate procedures to monitor for compliance with
             the trade reporting rules.

                  7.   Unlawful Profits and Other Gains

                  While engaged in certain of the improper activities
             described above, Raymond James & Associates, Inc. obtained
             unlawful profits and gains, which, together with interest,
             total $7,431.

                                         III.

                  By reason of the foregoing, Raymond James & Associates,
             Inc. 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.  Thomas J. Dudenhoefer and Timothy J.
             Kane willfully aided and abetted and caused violations of
             Sections 15(c)(1) and 15(c)(2) of the Exchange Act and Rules
             15c1-2 and 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.   Raymond James & Associates, Inc. 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.   Raymond James & Associates, Inc. shall, within 10
                       business days of the entry of this Order, pay a
                       civil penalty in the amount of $400,000 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
                       Raymond James & Associates, Inc. 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.   Raymond James & Associates, Inc. shall, within 10
                       business days of written notice from the
                       Commission staff or the Independent Consultant (as
                       defined below), pay disgorgement in the amount of
                       $7,431 pursuant to Section 21C(e) of the Exchange
                       Act;

                  4.   Raymond James & Associates, Inc. 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 Raymond
                       James & Associates, Inc. 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 Raymond James & Associates, Inc.
                       described in  Section II of this Order.  Raymond
                       James & Associates, Inc. shall cooperate with the
                       Independent Consultant’s review of Raymond James &
                       Associates, Inc.’s policies, procedures and
                       practices, and shall, among other things, provide
                       such further information as the Independent
                       Consultant reasonably requests or that Raymond
                       James & Associates, Inc. deems relevant to the
                       Independent Consultant’s review, provided,
                       however, that Raymond James & Associates, Inc.
                       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 Raymond James & Associates, Inc. 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
                       Raymond James & Associates, Inc.’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 Raymond James &
                       Associates, Inc. described in  Section II of this
                       Order, the Independent Consultant shall inform
                       Raymond James & Associates, Inc. of this
                       conclusion in writing, and his or her
                       responsibilities with respect to Raymond James &
                       Associates, Inc. shall conclude.  If the
                       Independent Consultant cannot conclude that
                       Raymond James & Associates, Inc.’s policies,
                       procedures and practices meet the aforesaid
                       standard, he or she may recommend changes in or
                       additions to Raymond James & Associates, Inc.’s
                       policies, procedures or practices for the purpose
                       of improving their ability to meet the aforesaid
                       standard.  Raymond James & Associates, Inc. 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
                       Raymond James & Associates, Inc.  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, Raymond James & Associates, Inc. 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 Raymond James & Associates, Inc.’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 Raymond James &
                       Associates, Inc. shall conclude.  If Raymond James
                       & Associates, Inc.’s report on implementation is
                       qualified, or in any respect indicates that
                       implementation is not full and effective, Raymond
                       James & Associates, Inc. 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 Raymond James & Associates, Inc.
                       has fully and effectively implemented said
                       recommendations and/or alternatives, he or she
                       shall inform Raymond James & Associates, Inc. in
                       writing of this conclusion and his or her
                       responsibilities with respect to Raymond James &
                       Associates, Inc. shall conclude.  The fees and
                       expenses of the Independent Consultant arising
                       from his or her review of the policies, procedures
                       and practices of Raymond James & Associates, Inc.
                       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 Raymond James &
                       Associates, Inc.’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 Raymond James &
                       Associates, Inc.;

                  5.   Thomas J. Dudenhoefer  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) of the Exchange Act, and
                       Rules 15c1-2 and 15c2-7 thereunder;

                  6.   Thomas J. Dudenhoefer  shall, within 10 business
                       days of the entry of this Order, pay a civil
                       penalty in the amount of $40,000 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
                       Thomas J. Dudenhoefer  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;

                  7.   Thomas J. Dudenhoefer  be suspended from
                       association with any broker, dealer, municipal
                       securities dealer, investment adviser or
                       investment company,  for a period of ten weeks,
                       effective one day after the date of this Order.

                  Thomas J. Dudenhoefer  shall provide to the Commission,
                       within 10 days after the end of the ten week
                       suspension described above, an affidavit that he
                       has complied fully with the sanctions described in
                       this Section;

                  8.   Timothy J. Kane 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) of the Exchange Act, and
                       Rules 15c1-2 and 15c2-7 thereunder;

                  9.   Timothy J. Kane shall, within 10 business days of
                       the entry of this Order, pay a civil penalty in
                       the amount of $25,000 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
                       Timothy J. Kane 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

                  10.  Timothy J. Kane be suspended from association with
                       any broker, dealer, municipal securities dealer,
                       investment adviser or investment company,  for a
                       period of seven weeks, effective one day after the
                       date of this Order.

                  Timothy J. Kane shall provide to the Commission, within
                       10 days after the end of the seven week 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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