UNITED STATES OF AMERICA
                                      Before the
                          SECURITIES AND EXCHANGE COMMISSION



             SECURITIES EXCHANGE ACT OF 1934
             Release No. 40462 / September 23, 1998

             ADMINISTRATIVE PROCEEDING
             File No. 3-9714
             _________________________
             In the Matter of         :
                                      :    ORDER INSTITUTING
             David E. Freitag,        :    ADMINISTRATIVE PROCEEDINGS
                                      :    PURSUANT TO SECTION 15(b)
                                      :    OF THE SECURITIES EXCHANGE ACT
                                      :    OF 1934, MAKING FINDINGS, AND
                                      :    IMPOSING REMEDIAL SANCTIONS
                                      :    (ORDER)
                       Respondent     :
             _________________________:

                                          I.

                  The Securities and Exchange Commission (Commission)
             deems it appropriate and in the public interest that public
             administrative proceedings be instituted pursuant to Section
             15(b) of the Securities Exchange Act of 1934 (Exchange Act)
             against David E. Freitag (Freitag).

                  In anticipation of the institution of these
             administrative proceedings, Freitag has submitted an Offer
             of Settlement (Offer) which the Commission has determined to
             accept.  Solely for the purpose of this proceeding and any
             other proceedings brought by or on behalf of the Commission,
             or to which the Commission is a party, and without admitting
             or denying the findings herein, except as to jurisdiction
             and those facts set forth in paragraph II.A. and C. below,
             which are admitted, Freitag consents to the entry of this
             Order.

                  Accordingly, it is ordered that proceedings pursuant to
             Section 15(b) of the Exchange Act be, and hereby are,
             instituted.

                                         II.

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

                  A.   Freitag, age 39, resided in Cary, Illinois, from
             at least August 1993 to August 1995. Since February 2, 1998,
             Freitag has resided in a federal prison in Oxford,
             Wisconsin.  From February 1987 to November 1992, Freitag
             served as a registered representative with New York Life
             Insurance Company and its subsidiaries, New York Life &
             Annuity Corp. and N.Y. Life Securities (New York Life).
             From December 1992 to January 1994, Freitag served as a
             registered representative with Lincoln National Life
             Insurance Company and its subsidiaries, L.N.C. Equity Sales
             Corporation and CMP Financial Services (Lincoln).  Both New
             York Life and Lincoln are registered with the Commission.

                  B.   On September 30, 1996, the Commission filed a
             complaint in SEC v. David E. Freitag, 96 C 50345, alleging
             that, between August 1993 to August 1995, Freitag conducted
             a Ponzi scheme whereby he defrauded investors and
             misappropriated funds for his personal use.  The complaint
             alleged that Freitag offered investors the opportunity to
             pool funds for investment in mutual funds and a proposed
             real estate development.  In fact, Freitag deposited
             investor funds in his personal account.  Freitag raised at
             least $7 million from at least 243 investors.

                  C.   On January 21, 1997, the United States District
             Court for the Northern District of Illinois granted the
             Commission's Motion for Judgment by Default against Freitag
             and entered an order of permanent injunction against Freitag
             prohibiting Freitag from violating Sections 5(a), 5(c) and
             17(a) of the Securities Act of 1933 (Securities Act),
             Sections 10(b), 15(a) and 15(c) of the Exchange Act and Rule
             10b-5 promulgated thereunder. The Court found that, in
             connection with the offer and sale of securities, Freitag
             knowingly misrepresented and omitted to state material facts
             regarding, among other things, guaranteed returns, risks,
             the true nature of the investment, and Freitag's personal
             use of investor funds.

                                         III.

                  In view of the foregoing, it is in the public interest
             to impose the sanction specified in the Offer.

                  ACCORDINGLY, IT IS HEREBY ORDERED THAT:

                  David E. Freitag 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