UNITED STATES OF AMERICA
                                      Before the
                          SECURITIES AND EXCHANGE COMMISSION


     SECURITIES EXCHANGE ACT OF 1934
     Release No. 39127 / September 25, 1997 

     ADMINISTRATIVE PROCEEDING
     File No. 3-9434
                                   
      
                                   )    ORDER INSTITUTING
     In the Matter of              )    ADMINISTRATIVE PROCEEDINGS,
                                   )    MAKING FINDINGS, AND
     MICHAEL J. OBERHOLZER,        )    IMPOSING REMEDIAL SANCTIONS
                                   )
               Respondent.         ) 
                                   ) 
      

                                          I.

          The Securities and Exchange Commission ("Commission") deems it
     appropriate and in the public interest to institute a public administrative
     proceeding pursuant to Sections 15(b) and 19(h) of the Securities Exchange
     Act of 1934 (the "Exchange Act") against Michael J. Oberholzer
     ("Oberholzer").

          In anticipation of the institution of these proceedings, Oberholzer
     has submitted an Offer of Settlement ("Offer") which the Commission has
     determined to accept solely for the purposes of these proceedings and any
     other proceedings brought by or on behalf of the Commission or in which the
     Commission is a party.  Without admitting or denying the findings contained
     herein, except that Oberholzer admits the jurisdiction of the Commission
     over him and over the subject matter of these proceedings, and further
     admits the entry of the injunction set forth in paragraph II.B. below,
     Oberholzer consents to the issuance of this Order Instituting
     Administrative Proceedings, Making Findings, and Imposing Remedial
     Sanctions ("Order").

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






                                         II.

          On the basis of this Order and the Offer, the Commission makes the
     following findings:

          A.   From January 1989 through September 1995, Oberholzer was a
     registered representative with a broker-dealer registered with the
     Commission.

          B.   On September 19, 1997, a Final Judgment of Permanent Injunction
     was entered against Oberholzer by the United States District Court for the
     Northern District of California in the case entitled Securities and
     Exchange Commission v. Michael J. Oberholzer, Civil Action No. C97-3320
     (N.D. Cal.), enjoining him from future violations of Section 17(a) of the
     Securities Act of 1933 (the "Securities Act") and Sections 10(b) and 17(a)
     of the Exchange Act and Rules 10b-5 and 17a-3 thereunder.  Oberholzer had
     consented to the entry of the Final Judgment of Permanent Injunction
     without admitting or denying any of the allegations contained in the
     Complaint, except as to jurisdiction which he admitted.  

          C.   The Commission's Complaint in the civil action referred to in
     paragraph B. above alleged that from September 1989 through September 1995
     Oberholzer violated Section 17(a) of the Securities Act, Section 10(b) of
     the Exchange Act, and Rule 10b-5 thereunder by engaging in the following
     conduct in the accounts of at least four customers:  churning, unauthorized
     trading, unsuitable trading, and material misrepresentations and omissions. 
     It also alleged that Oberholzer falsified the books and records of a
     broker-dealer, which aided and abetted the broker-dealer's violations of
     the books and records provisions, Section 17(a) of the Exchange Act and
     Rule 17a-3 thereunder.  

                                         III.

          In view of the foregoing, the Commission deems it appropriate and in
     the public interest to impose the sanction specified by Oberholzer in the
     Offer. 

          Accordingly, IT IS ORDERED, that:

          Oberholzer be, and hereby is, barred from association with any broker,
     dealer, municipal securities dealer, investment adviser, or investment
     company.

          By the Commission.

                                        Jonathan G. Katz
                                        Secretary 




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