UNITED STATES OF AMERICA
                                      Before the
                          SECURITIES AND EXCHANGE COMMISSION

     Securities Exchange Act of 1934
     Release No. 38995 / August 29, 1997

     Administrative Proceeding
     File No. 3-9381

                                   
                                   :
                                   :
     In the Matter of              :    ORDER INSTITUTING PROCEEDINGS,
                                   :    MAKING FINDINGS, AND IMPOSING
     David Scott Rossman,          :    REMEDIAL SANCTIONS
                                   :
               Respondent          :
                                   :
                                   :
                                   


                                          I.

          The Securities and Exchange Commission ("Commission") deems it
     appropriate and in the public interest that public administrative
     proceedings be instituted against David Scott Rossman ("Rossman") pursuant
     to Sections 15(b)(6) and 19(h) of the Securities Exchange Act of 1934
     ("Exchange Act").

                                         II.

          In anticipation of this administrative proceeding, Rossman
     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 to which the
     Commission is a party, and without admitting or denying the findings
     contained herein, except as to paragraphs III.A. and III.B. below, which
     Respondent admits, Respondent consents to the issuance of this Order
     Instituting Proceedings, Making Findings, and Imposing Remedial Sanctions
     ("Order").



          Accordingly, IT IS ORDERED that an administrative proceeding be and
     hereby is instituted against Rossman pursuant to Sections 15(b)(6) and
     19(h) of the Exchange Act.






                                         III.

          On the basis of this Order and the Offer, the Commission
     finds<(1)> that:

          A.   Rossman is a registered representative who, during the relevant
     time period, was associated with a branch office of Kemper Securities,
     Inc., a registered broker-dealer located in Denver, Colorado.

          B.   On August 11, 1997, Rossman was permanently enjoined by the
     United States District Court for the Middle District of Florida in SEC v.
     Atlantic Capital Corp., et al., 96-1043-CIV-ORL-19, from violating Section
     17(a) of the Securities Act of 1933 and Section 10(b) of the Exchange Act
     and Rule 10b-5 thereunder.

          C.   The Commission's complaint in the above-referenced action
     alleged, in part, as follows: From September 1992 through November 1992,
     Rossman knowingly or recklessly accepted $3,261 in bribes from Atlantic
     Capital Corporation ("Atlantic"), a stock promoter, in exchange for selling
     to his retail customers stocks that were promoted by Atlantic in a brochure
     entitled "Investor's Edge."  Further, Rossman knowingly or recklessly
     failed to tell his retail customers that he had an arrangement to receive
     the money from Atlantic in exchange for selling certain stocks.

                                         IV.

          Based upon the foregoing, it is in the public interest to impose the
     sanctions specified in the Offer.  Accordingly,

          IT IS HEREBY ORDERED, effective immediately, that Rossman be, and
     hereby is, barred from association with any broker, dealer, investment
     company, investment adviser or municipal securities dealer, with the right
     to reapply for association after one year to the appropriate self-
     regulatory organization, or if there is none, to the Commission.

          By the Commission.




                                             Jonathan G. Katz
                                             Secretary




                              

          <(1)>     The findings  herein are made pursuant  to Respondent's
                    Offer and are not binding on any other person or entity
                    in this or any other proceeding.

                              ======END OF PAGE 2======