Adrien Arpel, Inc.

SECURITIES EXCHANGE ACT OF 1934
Release No. 46497 / September 13, 2002

ADMINISTRATIVE PROCEEDING
File No. 3-10889

I.

The Securities and Exchange Commission ("Commission") deems it appropriate for the protection of investors that a public administrative proceeding be, and hereby is, instituted pursuant to Section 12(j) of the Securities Exchange Act of 1934 ("Exchange Act") against Adrien Arpel, Inc. ("Adrien Arpel" or "Respondent").

II.

In anticipation of the institution of this proceeding, Respondent has submitted an Offer of Settlement (the "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 findings herein, except as to the Commission's jurisdiction over it and the subject matter of this proceeding, and the findings contained in Section III below, which are admitted, Respondent consents to the entry of this Order Instituting Proceeding, Making Findings and Revoking Registration of Common Stock Pursuant to Section 12(j) of the Securities Exchange Act of 1934 ("Order"), as set forth below.

III.

On the basis of this Order and Respondent's Offer, the Commission finds that:

1. The common stock of Adrien Arpel is registered pursuant to Section 12(g) of the Exchange Act and has been registered since about September 20, 1983.

2. At all relevant times, Adrien Arpel was required pursuant to Section 13(a) of the Exchange Act and Rules 13a-1 and 13a-13 thereunder to file, timely and in proper form, its annual reports on Forms 10-K and its quarterly reports on Forms 10-Q. Adrien Arpel has not filed such required reports since it filed its Form 10-Q for the quarter ended April 30, 1999 in June 1999. The last filing with the Commission of any kind made by Adrien Arpel was a Form NT 10-K filed on October 27, 1999. As a result of the foregoing, Adrien Arpel failed to comply with Section 13(a) of the Exchange Act and Rules 13a-1 and 13a-13 thereunder.

3. In mid and late 1999, Adrien Arpel terminated all but one of its employees and liquidated all of its assets, with the exception of its trademarks, the proceeds of which were used to pay creditors. Since that time, Adrien Arpel has had no operations and only one employee. Furthermore, Adrien Arpel has been without a transfer agent since November 2000 because of its inability to pay transfer agent fees.

4. Notwithstanding the foregoing, Adrien Arpel's stock is still quoted in the "Pink Sheets" published by Pink Sheets, LLC and is still traded in the over-the-counter market. As of July 11, 2002, Adrien Arpel stock was quoted at $0.04 per share.

IV.

In view of the foregoing, the Commission deems it appropriate for the protection of investors to impose the sanction specified in Respondent Adrien Arpel's Offer.

ACCORDINGLY, IT IS ORDERED that the registration of the common stock of Adrien Arpel, Inc. be, and hereby is, revoked pursuant to Section 12(j) of the Exchange Act.

By the Commission.

Jonathan G. Katz
Secretary