UNITED STATES OF AMERICA
                                          Before the
                         SECURITIES AND EXCHANGE COMMISSION

          SECURITIES EXCHANGE ACT OF 1934
          Release No. 40691 / November 19, 1998

          ADMINISTRATIVE PROCEEDING
          File No. 3-9780
          _____________________________________
          In the Matter of                     : ORDER INSTITUTING ADMINISTRATIVE
                                               : PROCEEDINGS, MAKING FINDINGS AND
          JAMES R. FRITH, JR.                  : IMPOSING REMEDIAL SANCTIONS
                                               :
                     Respondent.               :
          _____________________________________:


                                         I.

               The Securities and Exchange Commission (Commission) deems it
          appropriate and in the public interest that public administrative
          proceedings be instituted pursuant to Sections 15(b) and 19(h) of
          the Securities Exchange Act of 1934 (Exchange Act) against James
          R. Frith, Jr. (Frith).  In anticipation of the institution of
          these administrative proceedings, the Respondent has submitted an
          Offer of Settlement, which the Commission has determined to
          accept.  Solely for the purpose of these proceedings 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 the
          findings contained in Section III.B. herein, which is admitted,
          the Respondent consents to the entry of this Order Instituting
          Administrative Proceedings, Making Findings and Imposing Remedial
          Sanctions (Order).

                                         II.

          	Accordingly, it is ordered that administrative proceedings
          pursuant to Sections 15(b) and 19(h) of the Exchange Act be, and
          they hereby are, instituted.

                                        III.

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

                 A.   Since February 1988, Frith, age 41, has been the sole
          shareholder and officer of Chicago Partnership Board, Inc. (CPB),
          a broker-dealer registered with the Commission pursuant to
          Section 15(b) of the Exchange Act.

                 B.   On December 15, 1997, the United States District Court
          for the Northern District of Illinois, in the case of Securities
          and Exchange Commission v. James Frith and Chicago Partnership
          Board, Inc., Civil Action No. 97 C 8440 (N.D. Ill.), entered a
          final judgment and order of permanent injunction against Frith
          enjoining him from future violations of Sections 17(a) of the
          Securities Act of 1933 and Sections 10(b), 15(c)(1), 15(c)(3),
          17(a) and 17(e) of the Exchange Act and Rules 10b-5, 15c1-2,
          15c3-1, 15c3-3, 17a-3 and 17a-5 thereunder.

                 C.   The Commission's complaint alleged that from
          approximately May 1996 through December 1997, Frith diverted at
          least $3.4 million in funds owed to CPB's brokerage customers in
          connection with transactions in limited partnership units.  As a
          result, CPB failed to maintain sufficient funds in a special
          reserve account required for the protection of customers and has
          failed to maintain the required amount of net capital since May
          1996.  The Commission's complaint further alleged that Frith
          failed to disclose to CPB's brokerage customers the risks caused
          by the diversion of funds, and that Frith caused CPB to submit
          false reports based on CPB's inaccurate books and records to the
          Commission and the National Association of Securities Dealers.

                                         IV.

                In view of the foregoing, it is in the public interest to
          impose the sanction specified in the Offer of Settlement.
          Accordingly, IT IS ORDERED THAT Frith is barred from association
          with any broker, dealer, municipal securities dealer, investment
          adviser or investment company.

          
           By the Commission.



           Jonathan G. Katz
           Secretary