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                     UNITED STATES OF AMERICA
                            Before the
                SECURITIES AND EXCHANGE COMMISSION

Securities Exchange Act of 1934 
Release No. 38347 / February 27, 1997

Administrative Proceedings 
File No. 3-9261
       
--------------------------                            
                         :
In the Matter of         :    ORDER INSTITUTING PROCEEDINGS, 
                         :    MAKING FINDINGS, AND IMPOSING
DAVID SCHAEN             :    REMEDIAL SANCTIONS AGAINST
                         :    DAVID SCHAEN PURSUANT TO SECTIONS
                         :    15(b) AND 19(h) OF THE SECURITIES 
                         :    EXCHANGE ACT OF 1934              
                         :              
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                                I.

     The Securities and Exchange Commission (the "Commission")
deems it appropriate and in the public interest that public
administrative proceedings be instituted pursuant to Sections
15(b) and 19(h) of the Securities Exchange Act of 1934 ("Exchange
Act") against Respondent David Schaen ("D. Schaen" or
"Respondent").

                               II.

     In anticipation of the institution of these proceedings, D.
Schaen has submitted an Offer of Settlement ("Offer") for the
purpose of resolving these proceedings, which Offer the
Commission has determined to accept.  Solely for the purpose of
these proceedings and any other proceedings brought by or on
behalf of the Commission or to which the Commission is a party,
Respondent, by his Offer, consents to the entry of this Order
Instituting Proceedings Pursuant To Sections 15(b) And 19(h) of
the Securities Exchange Act of 1934, Making Findings And Imposing
Remedial Sanctions ("Order"), admits the jurisdiction of the
Commission and, without admitting or denying the findings set
forth herein, except with respect to paragraph III.E. below,
which is admitted, consents to the entry of the findings and
remedial sanctions set forth below.

     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 Respondent's Offer, the
Commission finds-[1]- that:

     A.   Respondent resides in Chicago, Illinois.

     B.   Respondent is and was at all relevant times the sole
          principal of a registered broker-dealer in his name
          located in Chicago, which engaged in market making
          activities with the Chicago Board of Options Exchange.

     C.   On September 24, 1992, the Commission commenced an
          action, as amended on March 4, 1993, Securities and
          Exchange Commission v. Thrasher, et al., 92 Civ. 6987
          (S.D.N.Y.) (JFK), in the United States District Court
          for the Southern District of New York, charging, inter
          alia, Respondent with violating Sections 10(b) and
          14(e) of the Exchange Act, 15 U.S.C.  78j(b), 78n(e),
          and Rules 10b-5 and 14e-3 thereunder, 17 C.F.R. 
          240.10b-5, 240.14e-3.

     D.   The complaint in SEC v. Thrasher alleges, inter alia,
          that Respondent, directly or indirectly, singly or in
          concert, traded in the securities of Motel 6, L.P., in
          June and July 1990 while in possession of material,
          nonpublic, confidential information about negotiations
          leading to a tender offer for Motel 6 securities by
          Accor, S.A., a French concern.
 
     E.   On January 28, 1997, a Final Judgment Of Permanent
          Injunction And Other Relief As To David Schaen (the
          "Final Judgment") was entered by consent in SEC v.
          Thrasher, pursuant to which, inter alia, the court
          ordered that Respondent be permanently enjoined and
          restrained from, directly or indirectly, singly or in
          concert, violating Sections 10(b) and 14(e) of the
          Exchange Act and Rules 10b-5 and 14e-3 thereunder.

     F.   The  Final Judgment is an "order, judgment or decree"
          specified in Section 15(b)(4)(C) of the Exchange Act,
          15 U.S.C.  78o(b)(4)(C).

                               IV.

     In view of the foregoing, the Commission deems it
appropriate and in the public interest to impose the sanctions

---------FOOTNOTES----------
     -[1]-Any findings herein are solely for the purpose of these
proceedings and are not binding on  any other person or entity in
this or any other proceedings.





set forth below.




















































                   
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     Accordingly, IT IS HEREBY ORDERED that, effective
immediately, D. Schaen is barred from association with any
broker, dealer, investment company, investment adviser or
municipal securities dealer.

     By the Commission.



                                               Jonathan G. Katz
                                               Secretary










































                   
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