UNITED STATES OF AMERICA
                                      Before the
                            SECURITIES AND EXCHANGE COMMISSION

             SECURITIES ACT OF 1933
             Release No.  7596 / October 27, 1998

             ADMINISTRATIVE PROCEEDING
             File No.  3-9763



                                      )
             In the Matter of         )
                                      )
                                      )
             RUSSELL KLEIN,           )
                                      )
             Respondent.              )
                                      )


             ORDER INSTITUTING A PUBLIC CEASE-AND-DESIST PROCEEDING
             PURSUANT TO SECTION 8A OF THE SECURITIES ACT OF 1933, MAKING
             FINDINGS, AND IMPOSING A CEASE-AND-DESIST ORDER

                                          I.

                  The  Securities  and Exchange Commission ("Commission")
             deems  it  appropriate  that  a cease-and-desist  proceeding
             pursuant  to Section 8A of the Securities  Act  of  1933  be
             instituted  against  Russell  Klein  ("Klein"). IT IS HEREBY
             ORDERED that said proceeding be, and hereby is, instituted.
                                         II.

                  In   anticipation   of   the   institution    of   this
             administrative  proceeding, Klein has submitted an Offer  of
             Settlement, which  the  Commissin  has determined to accept.
             Solely  for  the purpose of this proceeding  and  any  other
             proceeding brought  by  or on behalf of the Commission or in
             which the Commission is a  party,  and  without admitting or
             denying the findings herein, except that  the  Klein  admits
             the  jurisdiction  of  the  Commission over him and over the
             subject matter of this proceeding,  Klein  consents  to  the
             entry  of  this  Order Instituting A Public Cease-and-Desist
             Proceeding Pursuant  to  Section  8A  of the Securities Act,
             Making  Findings,  and  Imposing  a  Cease-and-Desist  Order
             ("Order")  and  to the entry of the findings  as  set  forth
             below.

                                         III.

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

             I.   Respondent

                  A.   Klein,   age   75,   resides  in  Wellford,  South
                       Carolina.  Klein is the  publisher  and  editor of
                       Russ Reports, an investment newsletter he  started
                       in   1993.    Russ   Reports  contains  investment
                       information   and   publicity    concerning    the
                       securities  of  companies  primarily quoted on the
                       NASDAQ.  In  the  Summer  of  1997,   Klein  began
                       publishing an Internet version of his newsletter.

             II.  The Facts

                  A.   In  1997  Klein  began publishing an advertisement
                       for his investment  newsletter,  the Russ Reports,
                       on his Internet web site.

                  B.   The  web  site  contained,  in  addition   to  the
                       advertisement  for  the  hard-copy  version of the
                       newsletter,  a section called "Thumb Nails"  which
                       contained   reports   on   specific   issuers   of
                       securities.

                  C.   The "Thumb Nails" section only included reports on
                       companies which  had  purchased  subscriptions  to
                       Klein's newsletter.

                  D.   The  only disclosure contained on Klein's web site
                       was the  following:  "The information contained in
                       `Russ Reports' is based on sources which I believe
                       reliable but not guaranteed  and is not considered
                       all inclusive.  This firm, individual  officers or
                       members   of   families   may  have  positions  in
                       securities  mentioned and may  make  purchases  or
                       sales of securities in open market or otherwise."

                  E.   The web site  did  not  disclose  that  Klein  had
                       received  from the issuers which were being touted
                       compensation in the form of subscriptions.

                  F.   Klein had previously  made  clear  to issuers that
                       reports about them would be placed on the Internet
                       if they purchased subscriptions to his newsletter.

                  G.   Klein, by the actions stated in paragraphs B.1
                       through B.6. above, committed violations of
                       Section 17(b) of the Securities Act.


                                         IV.

                  Based  on  the  foregoing,  the   Commission  deems  it
             appropriate  to accept the Offer of Settlement of Klein  and
             accordingly,

                  IT IS ORDERED, pursuant to Section 8A of the Securities
             Act, that Klein  cease and desist from committing or causing
             any violation and committing or causing any future violation
             of Section 17(b) of the Securities Act.

                  By the Commission.



                                                Jonathan G. Katz
                                                Secretary