UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION SECURITIES EXCHANGE ACT OF 1934 Release No. 34-40930 / 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 : WILLIAM P. HEENAN : : ___________________________________: 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 William P. Heenan ("Respondent") and other firms and individuals. Contemporaneously, William P. Heenan has submitted an Offer of Settlement ("Offer") in anticipation of the institution of these proceedings, which the Commission has determined to accept. In his Offer, Respondent, 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, has consented to the entry of the Order Instituting Proceedings and this Order Making Findings and Imposing Sanctions as to William P. Heenan (which are hereinafter referred to as the "Orders"). The Commission has determined that it is appropriate and in the public interest to accept the Respondent’s Offer and accordingly is issuing this Order. II. On the basis of the Orders and Respondent’s Offer, the Commission finds[1] the following: A. Respondent William P. Heenan, age 36, resides in Plandome Manor, New York and, at all relevant times, was a Nasdaq trader at Kidder, Peabody & Co. Incorporated, a broker-dealer pursuant to Section 15(b) of the Securities Exchange Act of 1934 ("Exchange Act"). As a Nasdaq trader, William P. Heenan was responsible for making markets in certain securities traded on the Nasdaq Stock Market. B. Factual Summary In connection with his activities as a Nasdaq trader, William P. Heenan 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 William P. Heenan aided and abetted and 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 Legent Corporation ("LGNT") on May 25, 1994. 2. Undisclosed Arrangements to Coordinate Quotations William P. Heenan aided and abetted and caused the entering in the Nasdaq market of 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 Corporation ("LGNT") on April 19, 1994; b. the stock of Microsoft Corporation ("MSFT") on June 2, 1994; and c. the stock of Perrigo Company ("PRGO") on May 11, 1994. III. By reason of the foregoing, William P. Heenan willfully aided and abetted and caused violations of Section 15(c)(1) and (2) of the Exchange Act and Rules 15c1-2 and 15c2-7 thereunder. IV. In view of the foregoing and Respondent’s Offer, IT IS HEREBY ORDERED, pursuant to Sections 15(b) and 21C of the Exchange Act, that: 1. William P. Heenan 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; 2. William P. Heenan shall, within 10 business days of the entry of this Order, pay a civil penalty in the amount of $25,000.00 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 William P. Heenan 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. 1 3. William P. Heenan be, and hereby is, suspended from association with any broker, dealer, municipal securities dealer, investment adviser or investment company, for a period of one month and three weeks, effective one day after the date of this Order. William P. Heenan shall provide to the Commission, within 10 days after the end of the one month and three 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 2