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                     UNITED STATES OF AMERICA
                            Before the
                SECURITIES AND EXCHANGE COMMISSION


SECURITIES EXCHANGE ACT OF 1934
Release No. 38122 / January 6, 1997       
                                              

ADMINISTRATIVE PROCEEDING
File No. 3-9214


-----------------------------------                               
                                   :     ORDER INSTITUTING PUBLIC
In the Matter of                   :     PROCEEDINGS PURSUANT TO
                                   :     SECTIONS 15(b) AND 19(h)
R.E. ANDERSON CAIN                 :     OF THE SECURITIES        
                                   :     EXCHANGE ACT OF 1934,
                                   :     MAKING FINDINGS, AND     
                                   :     IMPOSING SANCTIONS
-----------------------------------

                                I.

     The Securities and Exchange Commission deems it appropriate
and in the public interest to institute public administrative
proceedings against the Respondent, R.E. Anderson Cain, pursuant
to Sections 15(b) and 19(h) of the Securities Exchange Act of
1934 ("Exchange Act").

                               II.

     In anticipation of the institution of these administrative
proceedings, Cain has submitted an Offer of Settlement ("Offer")
to the Commission, which the Commission has determined to accept.

Soley for the purpose of this proceeding and any other proceeding
brought by, or on behalf of the Commission, or to which the
Commission is a party, and without admitting or denying the
findings contained herein, except as to jurisdiction and the
entry of the injunction, which he admits, Cain has consented to
the issuance of this Order Instituting Public Proceedings, Making
Findings, and Imposing Sanctions ("Order").

     ACCORDINGLY, IT IS ORDERED that proceedings pursuant to
Sections 15(b) and 19(h) of the Exchange Act be, and hereby are,
instituted.

                               III.

     On the basis of this Order and Cain's Offer of Settlement,
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the Commission finds that:

     A.  From November 1989, through March 1993, Cain was
associated with a broker-dealer registered with the Commission
pursuant to Section 15(b) of the Exchange Act;

     B.   The Commission filed a Complaint on December 6, 1996,  
alleging that from November 1989 through March 1993, Cain
conducted unauthorized trades, solicited phony investments,
churned customer accounts, created false confirmations and
account statements, engaged in other fraudulent and deceptive
transactions, and misappropriated and diverted more than $2
million of investor funds while serving as a registered
representative for approximately 50 customers, the majority of
whom were elderly, unsophisticated investors; and 

     C.   On December 16, 1996, pursuant to Cain's consent in
which he neither admitted nor denied the allegations of the
Commission's complaint, a Final Judgment of Permanent Injunction
as to R.E. Anderson Cain was entered by the United States
District Court for the Middle District of North Carolina, in SEC
v. Cain, Civil Action No. 2:96CV01033, permanently enjoining Cain
from:

          (1)  Violating Section 17(a) of the Securities Act of
               1933; and

          (2)  Violating Section 10(b) of the Exchange Act and
               Rule 10b-5 promulgated thereunder.  

                               IV.

                              ORDER

     Based on the foregoing, the Commission deems it appropriate
and in the public interest to impose the sanctions which are set
forth herein.

     ACCORDINGLY, IT IS HEREBY ORDERED THAT Cain be, and he
hereby is, barred from association with any broker, dealer,
municipal securities dealer, investment adviser, or investment
company.  

          By the Commission.


                                   ______________________________
                                   Jonathan G. Katz
                                   Secretary