Prudential Securities Incorporated

SECURITIES ACT OF 1933
Release No. 8247 / July 10, 2003

ADMINISTRATIVE PROCEEDING
File No. 3-11174

I.

Prudential Securities, Inc. ("PSI") has submitted a letter, dated June 18, 2003, for waiver of the disqualification from the exemption under Regulation E arising from PSI's settlement of an administrative proceeding commenced by the Commission. On ________, 2003, pursuant to PSI's Offer of Settlement, the Commission issued an Order Instituting Administrative Proceedings Pursuant to Section 15(b) of the Securities Exchange Act of 1934, Making Findings, and Imposing Remedial Sanctions ("Order") against PSI. Under the Order, the Commission found that PSI failed reasonably to supervise Robert J. Ostrowski, a registered representative under its supervision, within the meaning of Section 15(b)(4)(E) of the Securities Exchange Act of 1934 ("Exchange Act"), with a view to preventing Ostrowski's violations of Section 17(a) of the Securities Act of 1933 ("Securities Act"), Section 10(b) of the Exchange Act and Rule 10b-5 thereunder.

In the Order, the Commission (1) censures PSI; (2) orders PSI to pay disgorgement and prejudgment interest thereon in the total amount of $82,000; (3) orders PSI to pay a civil penalty in the amount of $300,000; and (4) orders PSI to comply with specified undertakings enumerated in the Order.

The Regulation E exemption is not available for the securities of an issuer if a director, officer, principal security holder, investment adviser or underwriter of the securities to be offered, or any partner, director or officer of such investment adviser or underwriter, is subject to a Commission order pursuant to Section 15(b) of the Exchange Act. See Rule 602(c)(3) under the Securities Act. The Commission may waive the disqualification upon a showing of good cause. See Rule 602(e).

Based upon the representations set forth in PSI's request, the Commission has determined that a showing of good cause has been made pursuant to Rule 602(e) and that the request for a waiver of the disqualification should be granted.

Accordingly, IT IS ORDERED, pursuant to Rule 602(e) under the Securities Act, that a waiver from the application of the disqualification provision of Rule 602(c)(3) under the Securities Act resulting from the entry of the Order is hereby granted.

By the Commission.

Jonathan G. Katz
Secretary