UNITED STATES OF AMERICA
                                     Before the
                         SECURITIES AND EXCHANGE COMMISSION


          SECURITIES EXCHANGE ACT OF 1934
          Release No. 41416 / May 18, 1999

          ADMINISTRATIVE PROCEEDING
          File No. 3-9900
          ______________________________
                                        :
          In the Matter of              :
                                        :    ORDER INSTITUTING PUBLIC
          JOHN F. WALSH, III  ,         :    PROCEEDING, MAKING FINDINGS
                                        :    AND IMPOSING REMEDIAL SANCTIONS
          Respondent.                   : 
                                        :
                                        :
          ______________________________:


                                         I.

               The Commission deems it appropriate and in the public
          interest that proceedings pursuant to Section 15(b)(6) of the
          Securities Exchange Act of 1934 ("Exchange Act") be, and they
          hereby are, instituted against John F. Walsh, III ("Respondent")
          to determine whether action is necessary in light of the
          permanent injunction entered against Respondent by the United
          States District Court for the Middle District of Pennsylvania on
          May 11, 1999, permanently restraining and enjoining Respondent
          from future violations of Section 10(b) of the Exchange Act and
          Rule 10b-5 promulgated thereunder.

               In anticipation of the institution of this proceeding, Walsh
          has submitted an Offer of Settlement ("Offer"), which the
          Commission has determined to accept.  Solely for the purpose of
          this proceeding and any other proceeding brought by or on behalf
          of the Commission or to which the Commission is a party, and
          without admitting or denying the matters set forth in the Order,
          except the Commission's jurisdiction over him and over the
          subject matter of this proceeding and except as set forth in
          paragraph II below, Walsh consents to the issuance of this Order
          Instituting Public Proceeding, Making Findings and Imposing
          Remedial Sanctions pursuant to Sections 15(b)(6) of the
          Securities Exchange Act of 1934 ("Order") and to the entry of the
          findings and the imposition of the relief set forth below.





                                         II.

                              FINDINGS AND CONCLUSIONS

               The Commission finds that:

               A.   from 1993 until the present, Respondent was associated
                    with Rutherford, Brown and Catherwood, Inc., a broker-
                    dealer registered with the Commission; and

               B.   a Final Judgment of Permanent Injunction was entered by
                    the United States District Court for the Middle District
                    of Pennsylvania, in an action styled Securities and Exchange
                    Commission v. Harry C. Morgan, et al., Civil Action No.
                    3:CV 97-0001 (Kosik, J.) (M.D.Pa., Judgment entered May 11,
                    1999), which   permanently enjoins Respondent from future
                    violations of Section 10(b) of the Exchange Act and Rule 
                    10b-5 promulgated thereunder.

                                        III.

                                        ORDER

               Based on the foregoing, the Commission deems it appropriate
          and in the public interest to accept the Offer of Settlement of
          John F. Walsh, III.

               Accordingly, IT IS ORDERED that Respondent be, and he hereby
          is, suspended from association with any broker or dealer for a
          period of six months, effective July 1, 1999.

               By the Commission.


                                             _________________________
                                             Jonathan G. Katz
                                             Secretary