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         UNITED STATES SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934
Release No. 38135 / January 8, 1996

Administrative Proceedings File No. 3-9216           

PUBLIC ADMINISTRATIVE PROCEEDINGS INSTITUTED AGAINST DAVID P.
SCHWARTZ 

     The Commission, on January 8, 1997, issued an Order
     Instituting Proceedings Pursuant to Sections 15(b) and 19(h)
     of the Securities Exchange Act of 1934 And Notice of Hearing
     ("Order") against David P. Schwartz ("Schwartz").

     The Order alleges that, from September 1986 to August 1992,
     Schwartz was associated with Morgan Stanley & Co., Inc. as a
     registered representative.  On November 8, 1994, the
     Commission filed a Complaint against Schwartz, among others,
     SEC v. Edward A. Cantor, Michael Levine and David P.
     Schwartz, 94 Civ. 8079 (JGK) (S.D.N.Y.), alleging that
     Schwartz violated Section 14(e) of the Securities Exchange
     Act of 1934 ("Exchange Act") and Rule 14e-3 by illegally
     conveying material, nonpublic information he learned from
     defendant Levine to defendant Cantor, who thereafter
     purchased DeSoto, Inc. ("DeSoto") securities prior to the
     announcement on November 9, 1989, of a tender offer for
     DeSoto by Sutton Holding Corp.  On December 14, 1995,
     Schwartz was permanently enjoined on consent from future
     violations of Section 14(e) of the Exchange Act and Rule 14-
     3; ordered to pay $3,041.02 in disgorgement plus prejudgment
     interest; and ordered to pay an ITSFEA penalty of
     $14,822.00. 

     A hearing will be scheduled to determine whether the
     allegations against Schwartz are true and, if so, what, if
     any, remedial sanction is appropriate.