UNITED STATES OF AMERICA
     Before the
     SECURITIES AND EXCHANGE COMMISSION

     SECURITIES EXCHANGE ACT OF 1934
     Release No. 38761 / June 24, 1997

     ADMINISTRATIVE PROCEEDING
     File No. 3-9336

     In the Matter of

     PENDLETON C. WAUGH, Respondent

     ORDER OF SUSPENSION PURSUANT TO RULE 102(e)(2) OF THE RULES OF PRACTICE OF
     THE SECURITIES AND EXCHANGE COMMISSION

     I.


     The Commission deems it appropriate and in the public interest to issue an
     order of suspension of Pendleton C. Waugh ( Waugh ) pursuant to Rule
     102(e)(2) of the Commission s Rules of Practice.<(1)>


     II.

     The Commission makes the following findings:

     A.Waugh is an attorney who was admitted to practice law in Texas, Georgia,
     and Tennessee.  He resides at 14304 Olympic Court, Dallas, Texas.

     B.On July 12, 1994, Waugh entered a guilty plea in the United States
     District Court for the Northern District of Texas and was convicted of the
     felony of conspiracy to evade cash transaction reporting requirements.  In
     his plea, he admitted to having conspired with others to launder cash from
     illegal activities by depositing it into various corporate checking
     accounts in amounts less than $10,000 in order to evade cash transaction
     reporting requirements.  In January 1995, he was sentenced to a twenty-one
     month prison term (later reduced to fifteen months), $20,000 in fines, and
     three years of supervised release.

                              

          <(1)> Rule 102(e)(2) provides, in pertinent part:

                          Any attorney  who has been suspended or disbarred by a court of  the United States or of any State . .
                 . or  any person  who has  been convicted of a  felony or  a misdemeanor  involving moral  turpitude shall  be
                 forthwith suspended from  appearing or practicing before the  Commission.  A disbarment, suspension, revocation
                 or  conviction within  the  meaning  of this  rule  shall be  deemed  to  have occurred  when  the  disbarring,
                 suspending,  revoking or  convicting agency  or tribunal  enters  its  judgment or  order .  . .  regardless of
                 whether an appeal of such judgment or order is pending or could be taken.

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     C.Waugh was convicted of a felony involving moral turpitude within the
     meaning of Rule 102(e)(2) of the Commission s Rules of Practice.

     D.As a result of his guilty plea, Waugh was disbarred by the State Bar of
     Georgia on September 25, 1995.

     E.Also as a result of his guilty plea, Waugh was disbarred by the State Bar
     of Texas on October 22, 1996.


     III.

     Based on the foregoing, the Commission finds that Waugh has been disbarred
     by the courts of Georgia and Texas and convicted of a felony involving
     moral turpitude, all within the meaning of Rule 102(e)(2) of the
     Commission s Rules of Practice.

     Accordingly, IT IS HEREBY ORDERED that Pendleton C. Waugh is forthwith
     suspended from appearing or practicing before the Commission.

     By the Commission.




     Jonathan G. Katz
     Secretary





























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