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         UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Securities Exchange Act of 1934
Release No.  37727 / September 26, 1996

Administrative Proceeding
File No. 3-9099

ADMINISTRATIVE AND CEASE-AND-DESIST PROCEEDINGS INSTITUTED
AGAINST RICHARDT-ALYN & CO., RICHARD B. FEINBERG AND ALAN S.
FEINBERG 

     The Securities and Exchange Commission has instituted public
administrative and cease-and-desist proceedings against Richardt-
Alyn & Co. ("Richardt-Alyn"), Richard B. Feinberg ("R. Feinberg")
and Alan S. Feinberg ("A. Feinberg") pursuant to Section 8A of
the Securities Act of 1933 ("Securities Act") and Sections 15(b),
19(h) and 21C of the Securities Exchange Act of 1934 ("Exchange
Act").

     The Commission's Order Instituting Proceedings ("Order")
alleges that Richardt-Alyn, a registered broker-dealer, and 
R. Feinberg and A. Feinberg, the principals of Richardt-Alyn,
defrauded customers in connection with certain over-the-counter
("OTC") trades.  The order alleges that Richardt-Alyn executed
approximately 184 OTC trades on behalf of its customers at a
certain price, and misrepresented to them that they had executed
the trade at a price less favorable to its customers than the
actual price of the trade.  In the case of a purchase, the
respondents reported a price higher than the actual purchase
price; in the case of a sale, the respondents reported a price
lower than the actual sale price.  The Order alleges that the
customers paid or received the less favorable price for the trade
and the respondents retained the difference between the actual
price of the trade and the price customers paid or received as
trading profits.  The trading profits ranged between 1/8 and 1/16
per share and the respondents earned a total of approximately
$18,000 in undisclosed trading profits.      

The Order alleges that in furtherance of this fraudulent
practice, the respondents prepared brokerage documents that
reflected different and less favorable prices than the actual
execution price for the OTC trades described above.

     A hearing will be scheduled to determine whether the
allegations against Richardt-Alyn, R. Feinberg and A. Feinberg
are true and, if so, what sanctions, if any are appropriate and
in the public interest pursuant to Sections 15(b) and 19(h) of
the Exchange Act and whether a cease-and-desist order is
appropriate pursuant to Section 8A of the Securities Act and
Section 21C of the Exchange Act.
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