96/7/17--
U.S. 
v.
ALEX. BROWN & SONS INC.; BEAR,  STEARNS & 
CO. INC.; CS; FIRST BOSTON CORP.; DEAN  WITTER 
REYNOLDS INC.; DONALDSON, LUFKIN &  
JENRETTE SECURITIES CORP.; FURMAN SELZ LLC;  
GOLDMAN, SACHS & CO.; HAMBRECHT & QUIST 
LLC;  HERZOG, HEINE, GEDULD, INC.; J.P. MORGAN  
SECURITIES, INC.; LEHMAN BROTHERS, INC.; 
MAYER &  SCHWEITZER, INC.; MERRILL LYNCH, 
PIERCE, FENNER &  SMITH,INC.; MORGAN 
STANLEY & CO., INC.; NASH, WEISS  & CO.; OLDE 
DISCOUNT CORP.; PAINEWEBBER INC.; PIPER  
JAFFRAY INC.; PRUDENTIAL SECURITIES INC.; 
SALOMON  BROTHERS INC.; SHERWOOD 
SECURITIES CORP.; SMITH  BARNEY INC.; SPEAR 
LEEDS & KELLOGG, LP; and UBS  SECURITIES LLC--
Stipulation  

UNITED STATES DISTRICT  COURT FOR THE 
SOUTHERN DISTRICT OF NEW YORK 

UNITED STATES OF AMERICA,

PLAINTIFF,

v.

Civil Action No.

ALEX. BROWN & SONS INC.; BEAR, STEARNS & 
CO. INC.;  CS FIRST BOSTON CORP.; DEAN WITTER 
REYNOLDS INC.;  DONALDSON, LUFKIN & 
JENRETTE SECURITIES CORP.;  FURMAN SELZ LLC; 
GOLDMAN, SACHS & CO.; HAMBRECHT  & QUIST 
LLC; HERZOG, HEINE, GEDULD, INC.; J.P.  MORGAN 
SECURITIES, INC.; LEHMAN BROTHERS, INC.;  
MAYER & SCHWEITZER, INC.; MERRILL LYNCH, 
PIERCE,  FENNER & SMITH, INC.; MORGAN 
STANLEY & CO., INC.;  NASH, WEISS & CO.; OLDE 
DISCOUNT CORP.;  PAINEWEBBER INC.; PIPER 
JAFFRAY INC.; PRUDENTIAL  SECURITIES INC.; 
SALOMON BROTHERS INC.; SHERWOOD  
SECURITIES CORP.; SMITH BARNEY INC.; SPEAR 
LEEDS &  KELLOGG, LP; and UBS SECURITIES LLC 

DEFENDANTS.

STIPULATION AND ORDER  WHEREAS, plaintiff, 
United States  of America, having filed its complaint on 
July 17, 1996, and plaintiff  and defendants, by their 
respective attorneys, having agreed to the  entry of this 
stipulation and order without trial or adjudication of any  
issue of fact or law herein and without this stipulation and 
order  constituting any evidence against or an admission by 
any party with  respect to any such issue; 

NOW, THEREFORE, before the taking of any testimony 
and without  trial or adjudication of any issue of fact or law 
herein, 

Plaintiff and defendants hereby agree as follows: 

I.

JURISDICTION AND VENUE

This Court has jurisdiction over the subject matter of and 
the parties to  this action.  Venue is proper in the Southern 
District of New York. 

 II.

DEFINITIONS

As used in this stipulation and order:

A. "Any" means one or more.

B. "Ask" or "offer" means the price quoted on Nasdaq at 
which a  market maker offers to sell a specific quantity of a 
particular Nasdaq  security. 

C. "Bid" means the price quoted on Nasdaq at which a 
market maker  offers to buy a specific quantity of a 
particular Nasdaq security. 

D. "Dealer spread" means the difference between a market 
maker's bid  and ask on Nasdaq for a particular Nasdaq 
security at any given time. 

E. "Defendant" means a defendant that has executed this 
stipulation  and order. 

F.   "Effective date" means the date on which plaintiff and 
defendants  have indicated their agreement by executing 
this stipulation and order. 

G. "Inside spread" means the difference between the 
highest bid and  the lowest ask on Nasdaq of all market 
makers for a particular Nasdaq  security at any given time. 

H. "Market maker" means a NASD member firm that 
qualifies as a  market maker under Section 3(a)(38) of the 
Securities Exchange Act  of 1934, as amended. 

I. "NASD" means the National Association of Securities 
Dealers, Inc. 

J. "Nasdaq" means the computerized stock quotation 
system operated  by The Nasdaq Stock Market, Inc. that 
displays the quotes of market  makers in Nasdaq securities. 

K. "Nasdaq security" means any Nasdaq National Market 
System  stock or any Nasdaq Small Cap Security stock 
quoted on Nasdaq, or,  should these terms be changed or 
amended, any successor group of  stocks quoted on Nasdaq. 

L. "Or" means and/or.

M. "OTC desk" means any organizational element of a 
defendant  engaged in market making, or its successor, that 
accounted for ten  percent (10%) or more of such 
defendant's total market-making  volume, measured in 
shares, in Nasdaq securities in the immediately  preceding 
fiscal year; 

N. "Person" means any individual, corporation, partnership,  
company, sole proprietorship, firm, or other legal entity. 
"Other  person" means a person who is not an officer, 
director, partner,  employee, or agent of a defendant. 

O. "Price" means the price at which a Nasdaq security is 
bought or  sold. 

P. "Quote increment" means the difference between a 
market maker's  bid or ask on Nasdaq and that market 
maker's immediately preceding  or immediately subsequent 
bid or ask on Nasdaq for a particular  Nasdaq security. 

Q. "Quote" means a bid or an ask on Nasdaq. 

R. "Quoting convention" means any practice of quoting 
Nasdaq  securities whereby stocks with a three-quarter (3/4) 
point or greater  dealer spread are quoted on Nasdaq in 
even eighths and are updated in  quarter-point (even eighth) 
quote increments. 

S. "SEC" means the United States Securities and Exchange  
Commission. 

T. "Trader hours" means the number derived by 
multiplying the  number of traders and assistant traders on 
the OTC desk and any other  persons actually engaged in 
making markets in Nasdaq securities on  the OTC desk of a 
defendant by the number of hours Nasdaq operates  per 
day. 

 III.

APPLICABILITY

This stipulation and order applies to each defendant; to 
each of its  executive officers, directors, partners, 
successors, and assigns,  during the respective periods that 
they serve as such; and to any agents  or employees 
assigned to defendant's OTC desk, including  supervisory 
employees, whose duties or responsibilities include  market 
making in any Nasdaq security, during the respective 
periods  that they serve as such; and applies to all other 
persons in active  concert or participation with any of them 
who shall have received  actual notice of this stipulation 
and order by personal service or  otherwise. 

 IV.

PROHIBITED CONDUCT

A. Unless permitted to engage in activities by Section IV.B. 
of this  stipulation and order, each defendant shall not, 
directly or through any  trade association, in connection 
with the activities of its OTC desk in  making markets in 
Nasdaq securities: 

(1) Agree with any other market maker to fix, raise, lower, 
or  maintain quotes or prices for any Nasdaq security; 

(2) Agree with any other market maker to fix, increase, 
decrease, or  maintain any dealer spread, inside spread, or 
the size of any quote  increment (or any relationship 
between or among dealer spread, inside  spread, or the size 
of any quote increment), for  any Nasdaq security; 

(3) Agree with any other market maker to adhere to a 
quoting  convention; 

(4) Agree with any other market maker to adhere to any 
understanding  or agreement (other than an agreement on 
one or a series of related  trades) requiring a market maker 
to trade at its quotes on Nasdaq in  quantities of shares 
greater than either (1) the minimum size required  by 
Nasdaq or NASD rules or (2) the size displayed or 
otherwise  communicated by that market maker, whichever 
is greater; 

(5) Engage in any harassment or intimidation of any other 
market  maker, whether in the form of written, electronic, 
telephonic, or oral  communications, for decreasing its 
dealer spread or the inside spread  in any Nasdaq security; 

 (6) Engage in any harassment or intimidation of any other 
market  maker, whether in the form of written, electronic, 
telephonic, or oral  communications, for refusing to trade at 
its quoted prices in quantities  of shares greater than either 
(1) the minimum size required by Nasdaq  or NASD rules 
or (2) the size displayed or otherwise communicated  by 
that market maker; 

(7) Engage in any harassment or intimidation of any other 
market  maker, whether in the form of written, electronic, 
telephonic, or oral  communications, for displaying a 
quantity of shares on Nasdaq in  excess of the minimum 
size required by Nasdaq or NASD rules; and 

(8) Refuse, or threaten to refuse to trade, (or agree with or 
encourage  any other market maker to refuse to trade) with 
any market maker at  defendant's published Nasdaq quotes 
in amounts up to the published  quotation size because such 
market maker decreased its dealer spread,  decreased the 
inside spread in any Nasdaq security, or refused to trade  at 
its quoted prices in a quantity of shares greater than either 
(1) the  minimum size required by Nasdaq or NASD rules 
or (2) the size  displayed or otherwise communicated by 
that market maker. 

B. Notwithstanding the provisions of Section IV.A.(1) - (8), 
any  defendant shall be entitled to: 

(1) Set unilaterally its own bid and ask in any Nasdaq 
security, the  prices at which it is willing to buy or sell any 
Nasdaq security, and the  quantity of shares of any Nasdaq 
security that it is willing to buy or  sell; 

(2) Set unilaterally its own dealer spread, quote increment, 
or quantity  of shares for its quotations (or set any 
relationship between or among  its dealer spread, inside 
spread, or the size of any quote increment) in  any Nasdaq 
security; 

(3) Communicate its own bid or ask, or the price at or the 
quantity of  shares in which it is willing to buy or sell any 
Nasdaq security to any  person, for the purpose of exploring 
the possibility of a purchase or  sale of that security, and to 
negotiate for or agree to such purchase or  sale; 

(4) Communicate its own bid or ask, or the price at or the 
quantity of  shares in which it is willing to buy or sell any 
Nasdaq security, to any  person for the purpose of retaining 
such person as an agent or  subagent for defendant or for a 
customer of defendant (or for the  purpose of seeking to be 
retained as an agent or subagent), and to  negotiate for or 
agree to such purchase or sale; 

(5) Engage in any conduct or activity authorized or required 
by the  federal securities laws, including but not limited to 
the rules,  regulations, or interpretations of the SEC, the 
NASD, or any other  self-regulatory organization, as 
defined in Section 3(a)(26) of the  Securities Exchange Act 
of 1934, as amended; 

(6) Engage in any underwriting (or any syndicate for the  
underwriting) of securities to the extent permitted by the 
federal  securities laws; 

(7) Act as Qualified Block Positioners as defined in SEC 
Rule 3b- 8(c), promulgated under the Securities Exchange 
Act of 1934, as  amended, to the extent permitted by the 
federal securities laws; 

(8) Except as provided in Sections IV.A.(5) - (8) of this 
stipulation  and order, take any unilateral action or make 
any unilateral decision  regarding the market makers with 
which it will trade and the terms on  which it will trade; and 

(9) Engage in conduct protected under the Noerr-
Pennington doctrine.  No finding of any violation of this 
stipulation and order may be made  based solely on parallel 
conduct. 

C. In order to ensure compliance with the provisions of 
Section IV.A.  of the stipulation and order, each defendant 
shall: 

(1) Initiate and maintain an antitrust compliance program, 
which shall  include designating, within ninety (90) days of 
the effective date  hereof, an Antitrust Compliance Officer, 
who shall be responsible for  establishing and maintaining 
an antitrust compliance program designed  to provide 
reasonable assurance of compliance with this stipulation  
and order and with the federal antitrust laws by the 
defendant in its  market making activities in Nasdaq 
securities on its OTC desk. The  Antitrust Compliance 
Officer shall personally or through his designee: 

(a) Distribute, within thirty (30) days from the effective 
date hereof or  from the date of designation of the Antitrust 
Compliance Officer,  whichever is later, a copy of this 
stipulation and order to:  (i) all  members of the board of 
directors of the defendant (or if there is no  board of 
directors, to such persons as have substantially equivalent  
responsibilities); and (ii) all employees and all officers of 
the  defendant whose duties or responsibilities include 
market making in  any Nasdaq security on Nasdaq; 

(b) Distribute within thirty (30) days of appointment or 
assignment a  copy of this stipulation and order (i) to any 
person who becomes a  member of the board of directors of 
the defendant (or if there is no  board of directors, to such 
persons as have substantially equivalent  responsibilities) 
and (ii) any employee or officer of the defendant  whose 
duties or responsibilities include market making in any 
Nasdaq  security on Nasdaq; 

(c) Brief semi-annually those persons designated in 
paragraphs (a)(ii)  and (b)(ii) of this subsection on the 
meaning and requirements of the  federal antitrust laws and 
this stipulation and order in connection with  defendant's 
market making activities on its OTC desk in Nasdaq  
securities, and inform them that the Antitrust Compliance 
Officer or a  designee of the Antitrust Compliance Officer 
is available to confer  with them regarding compliance with 
such laws and with this  stipulation and order; 

(d) Obtain from each person designated in paragraphs a(i) 
and b(i) of  this subsection a one time certification that he 
or she: (i) has read and  agrees to abide by the terms of this 
stipulation and order; and (ii) has  been advised and 
understands that a violation of this stipulation and  order by 
such person may result in his or her being found in civil or  
criminal contempt of court; 

(e) Obtain from each person designated in paragraphs (a)(ii) 
and (b)(ii)  of this subsection an annual written certification 
that he or she:  (i) has  read and agrees to abide by the terms 
of this stipulation and order; and  (ii) has been advised and 
understands that a violation of this  stipulation and order by 
such person may result in his or her being  found in civil or 
criminal contempt of court; and 

(f) Maintain a record of persons to whom this stipulation 
and order  has been distributed and from whom the 
certification required by  paragraphs (d) and (e) of this 
subsection has been obtained. 

(2) Within forty-five (45) days of entry of this stipulation 
and order by  the Court, each defendant is required to 
install a system or systems  capable of monitoring and 
recording any conversation on the  telephones on its OTC 
desk used by such defendant to make markets  in Nasdaq 
securities. 

(3) The Antitrust Compliance Officer of each defendant 
shall devise a  methodology for complying with paragraphs 
2, 3, and 4 of this  Section.  No tape recorded segment shall 
be shorter than fifteen (15)  minutes.  Within thirty (30) 
days of entry of this stipulation and order  by the Court, the 
methodology proposed to be employed shall be  submitted 
to the Antitrust Division for review and approval. 

(4) The Antitrust Compliance Officer, with such trained 
staff as  necessary, shall record (and listen to) not less than 
three and one-half  percent (3.5%) of the total number of 
trader hours of such defendant;  provided, however, that in 
no case shall the total number of hours  required to be 
recorded (and listened to) exceed seventy (70) hours per  
week.  Persons whose conversations are subject to 
monitoring as  provided by this paragraph (4) shall be told 
of the existence of the  taping system but shall not be 
informed as to the times when their  conversations will or 
might be monitored or recorded. 

(5) Upon discovery of a conversation which the Antitrust 
Compliance  Officer of a defendant believes may violate 
this stipulation and order,  the Antitrust Compliance Officer 
shall retain a tape of such  conversation, and, shall within 
ten (10) business days, furnish such  tape, and any 
explanation thereof to the Antitrust Division, in standard  
audio cassette format, or such other format as may be 
acceptable to the  Antitrust Division. 

(6) Tapes made pursuant to this stipulation and order shall 
be retained  by each defendant for at least thirty (30) days 
from the date of  recording, and may be recycled thereafter.  
Tapes made pursuant to  this stipulation and order shall not 
be subject to civil process except  for process issued by the 
Antitrust Division, the SEC, the NASD, or  any other self-
regulatory organization, as defined in Section 3(a)(26)  of 
the Securities Exchange Act of 1934, as amended.  Such 
tapes shall  not be admissible in evidence in civil 
proceedings, except in actions,  proceedings, investigations, 
or examinations commenced by the  Antitrust Division, the 
SEC, the NASD, or any other self-regulatory  organization, 
as defined in Section 3(a)(26) of the Securities Exchange  
Act of 1934, as amended. 

(7) The Antitrust Division may visit, during regular 
business hours,  any defendant's facilities unannounced, and 
may, while there, from a  location not observable by 
traders, monitor conversations required to  be monitored 
and recorded pursuant to paragraphs (2) and (4) of this  
Section in real time in order to ensure compliance with this 
stipulation  and order. 

(8) Upon request of the Antitrust Division, a defendant 
shall  immediately identify all tape recordings made 
pursuant to this  stipulation and order that are in its 
possession or control, shall provide  the Antitrust Division 
with the opportunity to listen to any tape  recording made 
pursuant to this stipulation and order, and shall  produce to 
the Antitrust Division such tapes as the Antitrust Division  
may request. 

(9) The Antitrust Division may receive complaints or 
referrals  concerning asserted possible violations of the 
stipulation and order  and may, based upon such complaints 
or referrals, or for the purpose  of monitoring or enforcing 
compliance with the stipulation and order,  require the 
Antitrust Compliance Officer (a) to use the system or  
systems required by Section IV.C.(2) of this stipulation and 
order to  tape the conversations of a particular person or 
group of persons on its  OTC desk for any period of time 
and (b) not to give notice of such  recordation to such 
person(s).  Such requests to tape shall be subject  to the 
time limitations set forth in paragraph (4) of this 
subsection. 

(10) Each Antitrust Compliance Officer shall (in addition to 
making  reports of violations within ten (10) business days) 
report quarterly to  the Antitrust Division concerning 
activities undertaken to ensure the  defendant's compliance 
with the stipulation and order and,  specifically, the 
requirements of paragraphs (2)-(9) of this Section.   Such 
reports shall detail the precise times when conversations 
were  monitored by the Antitrust Compliance Officer 
pursuant to the  requirements of this stipulation and order 
and the name of each person  employed by the defendant 
whose conversations were recorded during  such times. 

 V.

CERTIFICATIONS

Each defendant shall certify in the form attached hereto: 

A. Within ninety (90) days from the effective date of this 
stipulation  and order, that the defendant has designated an 
Antitrust Compliance  Officer, specifying his or her name, 
business address, and telephone  number; 

B. Within forty-five (45) days from the entry of the 
stipulation and  order by the Court, that the defendant has 
complied with the  requirements of Sections IV.C.(1)(a) 
and (b); and 

C. For five (5) years after entry of this stipulation and order 
by the  Court, within thirty (30) days of the anniversary of 
its entry, each  defendant shall certify annually (i) whether 
defendant has complied  with the provisions of Sections 
IV.A. and IV.C. of this stipulation  and order; and (ii) 
whether defendant has made changes in its  organizational 
structure likely to have a significant effect on its  
compliance with this stipulation and order. 

 VI.

PLAINTIFF'S ACCESS

A.  For the sole purpose of determining or securing 
compliance with  this stipulation and order, and subject to 
any legally recognized  privilege or work product 
protection, from time to time duly  authorized 
representatives of the Department of Justice shall, upon  
written request of the Attorney General or of the Assistant 
Attorney  General in charge of the Antitrust Division, and 
on reasonable notice  to any defendant at its principal 
office, be permitted: 

(1) Access during office hours of such defendant, which 
may have  counsel present, to inspect and copy (or to 
require defendants to  produce copies of) all records and 
documents, excluding individual  customer records, in the 
possession or under the control of such  defendant, and 
which relate to compliance with this stipulation and  order; 
and 

(2) Subject to the reasonable convenience of such defendant 
and  without restraint or interference from the defendant, to 
interview  officers, employees, or agents of such defendant, 
each of whom may  have counsel present, regarding 
compliance with this stipulation and  order. 

B.  Upon the written request of the Attorney General or the 
Assistant  Attorney General in charge of the Antitrust 
Division made to any  defendant, such defendant shall 
prepare and submit such written  reports, under oath if 
requested, relating to defendant's compliance  with this 
stipulation and order as may be requested. 

C.  No information, tape recordings, or documents obtained 
by the  means provided in Sections IV, V, and VI shall be 
divulged by any  representative of the Department of 
Justice to any person other than a  duly authorized 
representative of the Executive Branch of the United  
States, or the SEC, except in the course of legal 
proceedings to which  the United States is a party, or for the 
purpose of securing compliance  with this stipulation and 
order, or as otherwise required by law. 

D.  If at the time information, tape recordings, or 
documents are  furnished by any defendant to plaintiff, 
such defendant represents and  identifies in writing the 
material in any such information or documents  to which a 
claim of protection may be asserted under Rule 26(c)(7) of  
the Federal Rules of Civil Procedure and said defendant 
marks each  page of such material, "Subject to Claim of 
Protection under Rule  26(c)(7) of the Federal Rules of 
Civil Procedure," then ten (10) days  notice shall be given 
by plaintiff to such defendant at its Office of  General 
Counsel prior to divulging such material in any legal  
proceeding (other than a grand jury proceeding) to which 
that  defendant is not a party. 

E. Defendants may claim (which claim plaintiff shall honor 
to the  extent legally permissible) protection from public 
disclosure, under the  Freedom of Information Act, 5 
U.S.C. § 552, or any other  applicable law or 
regulation, for any material submitted to the Antitrust  
Division under this stipulation and order. 

 VII.

RESCISSION BY PLAINTIFF

The parties agree that the Court may enter this stipulation 
and order,  upon motion of any party or upon the Court's 
own motion, at any  time after compliance with the 
requirements of the Antitrust  Procedures and Penalties Act, 
15 U.S.C. § 16, and without  further notice to any 
party or other proceedings, provided that plaintiff  has not 
notified the parties and the Court that it wishes to rescind 
its  agreement to entry of the stipulation and order. Plaintiff 
may rescind  its agreement to entry of the stipulation and 
order at any time before  entry of the stipulation and order 
by the Court by serving notice  thereof on the defendants 
and by filing that notice with the Court.  In  the event 
plaintiff rescinds its agreement to entry of the stipulation 
and  order, the stipulation and order shall be of no effect 
whatever, and the  agreement among the parties shall be 
without prejudice to any party in  this or any other 
proceeding. 

 VIII.

JURISDICTION RETAINED

Jurisdiction shall be retained by the Court to enable any of 
the parties  to this stipulation and order to apply to the 
Court at any time for such  further orders and directions as 
may be necessary or appropriate for  the construction or 
implementation of this stipulation and order, for  the 
enforcement or modification of any of its provisions, or for  
punishment by contempt. 

 IX.

EXPIRATION OF STIPULATION AND ORDER

This stipulation and order shall expire ten (10) years from 
its date of  entry by the Court, except that (a) Section 
IV.C.(2) - (10) shall expire  five (5) years from the date of 
entry of this stipulation and order by the  Court, except that 
the Antitrust Division may, after two (2) years, in  its sole 
discretion, notify in writing any defendant that it shall no  
longer be subject to 

Section IV.C.(2) - (10); and (b) Section VI.C., D., and E. 
shall not  expire. 

FOR PLAINTIFF

UNITED STATES OF AMERICA:

____________________________ ANNE K. BINGAMAN 
(AB-1463) Assistant Attorney General

____________________________ HAYS GOREY, JR. 
(HG-1946)

 ____________________________ JOHN D. WORLAND, 
JR (JW-1962)

 ____________________________ GEORGE S. 
BARANKO (GB-9336)

JESSICA N. COHEN (JC-2089) BIRGITTA C. 
DICKERSON (BD-6839) SCOTT A. SCHEELE (SS-0496) 
ALLEN P. GRUNES (AG-4775) WEEUN WANG (WW-
8178) RICHARD L. IRVINE (RI-8783) WILLIAM J. 
HUGHES, JR. (WH-1924)

 Attorneys U.S. Department of Justice Antitrust Division 
600 E Street, N.W., Room 9500 Washington, D.C. 20530 
202/616-5119 phone 202/616-8544 fax

 FOR DEFENDANTS:

 PIPER & MARBURY By:  ______________________ 
Lewis A. Noonberg (LN-8864)

1200 19th Street, N.W. Washington, D.C.  20036-2430 Tel: 
(202) 861-3900

 Attorneys for Alex. Brown & Sons Incorporated



KRAMER, LEVIN, NAFTALIS & FRANKEL

 By:  ________________________ Robert M. Heller (RH-
1297)

919 Third Avenue New York, New York 10022 Tel: (212) 
715-9100

 Attorneys for Bear, Sterns & Co., Inc.

 KIRKLAND & ELLIS

 By:  ______________________ Frank M. Holozubiec 
(FH-0442)

Citicorp Center 153 E. 53rd Street, 39th Floor New York, 
New York 10022 Tel: (212) 446-4800

 Attorneys for Dean Witter Reynolds, Inc.

ROGERS & WELLS

 By:  _________________________ Richard A. Cirillo 
(RC-7472)

200 Park Avenue, 53rd Floor New York, New York 10166 
Tel: (212) 878-8000

 EPSTEIN BECKER & GREEN, P.C.

By:  _________________________ Stuart M. Gerson (SG-
3017)

1227 25th Street, N.W. Suite 750 Washington, D.C.  20037 
Tel: (202) 861-0900

 Attorneys for CS First Boston Corp. DAVIS POLK & 
WARDWELL

 By:  ____________________ Robert F. Wise, Jr. (RW-
1508)

450 Lexington Avenue New York, New York 10017 Tel: 
(212) 450-4000



Attorneys for Donaldson, Lufkin & Jenrette Securities 
Corporation

 SULLIVAN & CROMWELL

By: ________________________ John L. Warden (JW-
6918)

125 Broad Street New York, New York 10004 Tel: (212) 
558-4000

 Attorneys for Goldman, Sachs & Co.

 SIMPSON THACHER & BARTLETT

By: _______________________ Charles E. Koob (CK-
1601)

425 Lexington Avenue New York, New York 10017 Tel: 
(212) 455-2000

 Attorneys for Hambrecht & Quist LLC

 SHEARMAN & STERLING

By: _________________________ James T. Halverson 
(JH-0732)

153 East 53rd Street New York, New York 10022 Tel: 
(212) 848-4000

 Attorneys for Herzog, Heine, Geduld, Inc.

DAVIS POLK & WARDWELL

 By: _______________________ Robert F. Wise, Jr. (RW-
1508)

450 Lexington Avenue New York, New York 10017 Tel: 
(212) 450-4000

 Attorneys for J.P. Morgan Securities Inc.

 CADWALADER, WICKERSHAM & TAFT

By: _______________________ Jeffrey Q. Smith (JS-
7435)

100 Maiden Lane New York, New York 10038 Tel: (212) 
504-6000

 Attorneys for Lehman Brothers Inc.

MORGAN, LEWIS & BOCKIUS

By: ______________________ Catherine A. Ludden (CL-
4326)

101 Park Avenue New York, New York 10178 Tel: (212) 
309-6133

 Attorneys for Mayer & Schweitzer, Inc.

WEIL, GOTSHAL & MANGES

By: ______________________ Otto G. Obermaier (OO-
4399)

767 Fifth Avenue New York, New York 10153 Tel: (212) 
310-8000

Attorneys for Merrill Lynch Pierce Fenner & Smith

 DAVIS POLK & WARDWELL

By: ______________________ Robert F. Wise, Jr. (RW-
1508)

450 Lexington Avenue New York, New York 10017 Tel: 
(212) 450-4000

Attorneys for Morgan Stanley & Co. Incorporated

DONAHUE BROWN MATHEWSON & SMYTH

By: ____________________ Norman J. Barry, Jr. (NB-
6904)

20 North Clarke Street Suite 900 Chicago, Illinois 60602 
Tel: (312) 422-0908

 Attorneys for OLDE Discount Corporation

WILMER, CUTLER & PICKERING

By: _______________________ A. Douglas Melamed 
(AM-4601)

2445 M Street, N.W. Washington, D.C.  20037-1420 Tel. 
(202) 663-6000

 Attorneys for PaineWebber Incorporated

SHANLEY & FISHER, P.C.

By: ______________________ Neil Cartusciello (NC-
2460)

One World Trade Center 89th Floor New York, New York 
10048 Tel: (212) 321-1812

 Attorneys for Piper Jaffrey Inc.

SKADDEN, ARPS, SLATE, MEAGHER & FLOM

By: _______________________ William P. Frank (WF-
7504)

919 Third Avenue New York, New York 10022 Tel: (212) 
735-3000

 Attorneys for Prudential Securities Incorporated

ROSENMAN & COLIN LLP

By: _______________________ James J. Calder (JC-8095)

575 Madison Avenue New York, New York 10022 Tel: 
(212) 940-8800

 Attorneys for Furman Selz LLC

SALOMON BROTHERS INC.

By: ________________________ Robert H. Mundheim 
(RM-3766)

Managing Director Seven World Trade Center New York, 
New York 10048 Tel: (212) 783-7508

 CRUMMY, DEL DEO, DOLAN GRIFFINGER & 
VECCHIONE, P.C.

By: _______________________ Brian J. McMahon (BM-
2377)

One Riverfront Plaza Newark, New Jersey 07102 Tel: 
(201) 596-4500

 Attorneys for Sherwood Securities Corp.

 CAHILL GORDON & REINDEL

By: ____________________ Charles A. Gilman (CG-
3924)

80 Pine Street New York, New York 10005 Tel: (212) 701-
3000



Attorneys for Smith Barney Inc.

DICKSTEIN SHAPIRO MORIN & OSHINSKY, L.L.P. 

 By: ______________________ Howard Schiffman (HS-
7601) 2102 L Street, N.W. Washington, D.C.  20037 Tel: 
(202) 785-9700

 Attorneys for Spear, Leeds & Kellogg, LP (Troster Singer)

 SULLIVAN & CROMWELL

 By: _______________________ Philip L. Graham, Jr. 
(PG-5028) 125 Broad Street New York, New York 10004 
Tel: (212) 558-4000 Attorneys for UBS Securities LLC

NASH, WEISS & Co.

 _________________________ PAUL B. UHLENHOP 
Lawrence, Kamin, Saunders & Uhlenhop 208 South 
LaSalle Street #1750 Chicago, Illinois  60604 Tel: 
312/372-1947 Fax: 312/372-2389

The Court having reviewed the Complaint and other filings 
by the  United States, having found that this Court has 
jurisdiction over the  parties to this stipulation and order, 
having heard and considered the  respective positions of the 
United States and the defendants [at a  hearing on 
__________________, 1996,] and having concluded that  
entry of this stipulation and order is in the public interest, it 
is hereby  ORDERED: 

THAT the parties comply with the terms of this stipulation 
and order; 

THAT the Complaint of the United States is dismissed with 
prejudice; 

THAT the Court retains jurisdiction to enable any of the 
parties to this  stipulation and order to apply to the Court at 
any time for such further  orders and directions as may be 
necessary or appropriate for the  construction or 
implementation of this stipulation and order, for the  
enforcement or modification of any of its provisions, or for  
punishment by contempt. 

SO ORDERED this _________ day of __________, 1996. 

____________________________________

UNITED STATES DISTRICT JUDGE

File formatted & updated July 17, 1996