UNITED STATES OF AMERICA
                           Before the 
                SECURITIES AND EXCHANGE COMMISSION



SECURITIES EXCHANGE ACT OF 1934
Release No. 37710 / September 23, 1996

ADMINISTRATIVE PROCEEDING
File No. 3-9091

-------------------------                         
                         :         ORDER INSTITUTING PUBLIC
In the Matter of         :         ADMINISTRATIVE PROCEEDING
                         :         PURSUANT TO SECTIONS 15(b)
KIMBERLY D. GOODMAN      :         AND 19(h) OF THE SECURITIES
                         :         EXCHANGE ACT OF 1934, MAKING
          Respondent.    :         FINDINGS AND IMPOSING 
                         :         REMEDIAL SANCTIONS
                         :
                         :
--------------------------

                                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 Kimberly D. Goodman ("Goodman").

                               II.

     In anticipation of the institution of this proceeding,
Goodman 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
without admitting or denying the findings contained herein,
except that Goodman admits the jurisdiction of the Commission
over her and over the subject matter of this proceeding and the
entry of a Final Judgment of Permanent Injunction and Other
Relief against her as set forth in paragraph III.B., Goodman
consents to the entry of this Order Instituting Public
Administrative Proceeding Pursuant to Sections 15(b) and 19(h) of
the Securities Exchange Act of 1934, 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.
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                               III.

     On the basis of this Order and the Offer submitted by
Goodman, the Commission finds that:1/

     A.   Goodman is 36 years old and resides in Grand Island,
New York.  From August 1985 through March 1992, Goodman was
associated as a registered representative with Refco Securities,
Inc. ("RSI") (File No. 8-26718), a broker-dealer registered with
the Commission.

     B.   A Final Judgment of Permanent Injunction and Other
Relief was entered in the United States District Court for the
Central District of California against Goodman on September 13,
1996.  The Judgment permanently enjoins Goodman from violations
of Section 17(a) of the Securities Act of 1933, Section 10(b) of
the Exchange Act and Rule 10b-5 thereunder, and Sections 206(1)
and 206(2) of the Investment Advisers Act of 1940.  SEC v.
Kimberly D. Goodman, Civil Action No. CV-96-5706 RJK (Ex)(C.D.
Cal.).

     C.   The Commission's Complaint filed in the action
described above alleges, among other things, that Goodman, from
July 1988 through November 1991, assisted Steven D. Wymer
("Wymer"), the owner of two former California-based registered
investment advisory firms, in concealing Wymer's misappropriation
of more than $80 million from his clients' accounts at RSI.2/ 
Specifically, Goodman: (1) signed at least twenty audit
confirmation letters falsely verifying the portfolio balances of
Wymer's clients; (2) orally misrepresented account balances
directly to Wymer's RSI clients; (3) provided Wymer with the
blank RSI forms which he used to forge RSI documents for the
purpose of reporting fictitious trades and portfolio balances to
                    

1/   The findings herein are made pursuant to Goodman's Offer and
     are not binding on any other person or entity named as a
     respondent in this or any other proceeding.

2/   As a result of his conduct, on February 7, 1992, Wymer
     was permanently enjoined from future violations of the
     federal securities laws.  SEC v. Institutional Treasury
     Management, Inc., Denman & Company and Steven D. Wymer,
     Civil Action No. 91-6715 MRP (Ex) (C.D. Cal.).  Wymer was
     also barred from the securities industry on June 9, 1992. 
     Steven D. Wymer, Advisers Act Rel. No. 1315 (June 9,
     1992).  On September 29, 1992, Wymer pleaded guilty to 9
     felony counts and was ordered to disgorge all of his
     assets and pay restitution and prejudgment interest in
     the amount of $209 million.  He was originally sentenced
     to a 14 year and 7 month prison term, which was
     subsequently reduced to 7 years and 3 months.
==========================================START OF PAGE 3======

his clients; and (4) received approximately $313,000 in
undisclosed cash and gifts from Wymer in return for assisting
Wymer in his fraudulent scheme.

                               IV.

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

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

     By the Commission.




                                   Jonathan G. Katz
                                   Secretary