                   UNITED STATES COURT OF APPEALS
                        FOR THE FIFTH CIRCUIT


                      _______________________

                            No. 99-60100
                          Summary Calendar
                             C-0595-0018
                      _______________________


JOHN M.W. CRUTE,

                                                        Petitioner,

                               versus

SECURITIES AND EXCHANGE COMMISSION,

                                                        Respondent.


_________________________________________________________________

                Petition for Review of an Order of
              the Securities and Exchange Commission
_________________________________________________________________

                          January 17, 2000

Before JOLLY, JONES, and BENAVIDES, Circuit Judges.

PER CURIAM:1

          Appellant John M.W. Crute, Jr. contests the assessment of

a censure and modest monetary penalties against him for violation

of NASD rules, including the rule prohibiting “free-riding,” i.e.

purchasing a security in a public offering that rises to an

immediate premium at the opening of secondary trading, and two

rules concerning his registration at one brokerage firm while

maintaining an account at another.    Our standard of review is that


     1
      Pursuant to 5TH CIR. R. 47.5, the court has determined that
this opinion should not be published and is not precedent except
under the limited circumstances set forth in 5TH CIR. R. 47.5.4.
of substantial evidence.    The Commission’s findings of fact, if so

supported, are “conclusive.”     Section 25(a)(4) of the Securities

Exchange Act of 1934, 15 U.S.C. § 78y(a)(4); see also Meadows v.

SEC, 119 F.3d 1219, 1224 (5th Cir. 1997).    Premised on that narrow

standard, we must affirm.

            Although Crute disputes some of the facts, and all of the

conclusions of the SEC in the course of its decision that he

violated NASD rules, this court is not permitted to re-weigh the

evidence.    Substantial evidence supports the SEC’s determination

that Crute engaged in five instances of free-riding transactions

while he was “associated with” Capital, a broker-dealer firm.

Because Crute remained an associated person of Capital, even while

he traveled throughout the United States in a camper-trailer, he

was subject to NASD notification requirements, which were also

violated.   This court cannot say that we would have arrived at the

same conclusions or issued the same (though modest) sanctions

against Crute were we the initial decision makers.      The law does

not permit us to sit in judgment de novo, however.           Crute’s

challenge to the jurisdiction of the SEC, raised in his reply

brief, is frivolous.

            AFFIRMED.




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