UNITED STATES OF AMERICA
                                      before the
                          SECURITIES AND EXCHANGE COMMISSION


          SECURITIES EXCHANGE ACT OF 1934
          Release No.  41205 / March 23, 1999

          ADMINISTRATIVE PROCEEDING
          File No. 3-9774
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                       In the Matter of  :  ORDER PURSUANT TO SECTIONS
                                         :  15(b) AND 19(h) OF THE
                                         :  SECURITIES EXCHANGE ACT OF
                                         :  1934, MAKING FINDINGS AND
                    LAWRENCE M. KNAPP,   :  IMPOSING REMEDIAL SANCTIONS
                                         :
                        Respondent       : 
                                         :
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                                          I.
                 The Securities and Exchange Commission ("Commission") deems
          it appropriate to enter an order in this previously instituted
          proceeding making findings and imposing remedial sanctions
          against Lawrence Knapp ("Knapp") pursuant to Sections 15(b) and
          19(h) of the Securities Exchange Act of 1934 ("Exchange Act").

               Knapp 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 in which the Commission is a party,
          and without admitting or denying the findings herein, except that
          Knapp admits the Commission’s jurisdiction over him and over the
          subject matter of these proceedings and the facts in Section II,
          paragraphs A, B, and D, Knapp has consented to the entry of this
          Order and to the imposition of remedial sanctions set forth
          below.

                                         II.

               On the basis of this Order and the Offer submitted by Knapp,
          the Commission finds that:

               A.   From February 1992 through December 1996, Knapp was a
               registered representative associated with broker-dealers
               registered with the Commission.

               B.   On July 15, 1997, Knapp pled guilty to an information
               charging one count of wire fraud in violation of 18 U.S.C.
               §§ 1343 and 2.  United States v. Lawrence Marvin Knapp, Case
               No. 97-CR-204-S (D. Colo. 1997).

               C.   In the plea agreement, Knapp admitted that he
               misappropriated $37,269.47 in funds from two clients during
               the period January 18, 1996 and July 30, 1996, while
               associated with a broker-dealer.  Specifically, Knapp
               admitted that between January 18 and May 2, 1996, he
               converted to his own use $30,269.47 he received from his
               customer Personal Assistance Services of Colorado, Inc.
               ("PASCO") which was to be invested in the company’s 401(k)
               plan.  Knapp also admitted that on July 30, 1996, he made
               personal use of $7,000 he received from his client Marjorie
               Nickson that he represented would be deposited as a premium
               for an insurance annuity.

               D.   On September 23, 1997, Knapp was sentenced to five
               months in prison and three years of probation, and ordered
               to pay $37,269.47 in restitution.  The court entered a final
               judgment on the guilty plea on October 31, 1997.  Knapp has
               served his prison term and is now on supervised release.

                                        III.

               In view of the foregoing, the Commission finds that it is
          appropriate to impose the sanctions specified in the Offer.

               Accordingly, IT IS ORDERED, that Knapp be, and hereby is,
          barred from association with any broker, dealer, municipal
          securities dealer, investment adviser or investment company.

               For the Commission, by its Secretary, pursuant to
          delegated authority.





                                        Jonathan G. Katz
                                        Secretary