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         UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Securities Exchange Act of 1934
Release No. 37757 / September 30, 1996

Administrative Proceeding
File No. 3-9125

ADMINISTRATIVE PROCEEDINGS INSTITUTED AGAINST WAYNE J. CONNERS;
ADMINISTRATIVE AND CEASE-AND-DESIST PROCEEDINGS INSTITUTED
AGAINST THOMAS A. PIECHOWICZ, JAMES M. FLYNN, AND CHRISTOPHER
CONWAY; CEASE-AND-DESIST PROCEEDINGS INSTITUTED AGAINST SHARON
BARTOCK AND WINFRED KIPP.  

     The Securities and Exchange Commission has instituted
administrative proceedings against Wayne J. Conners ("Conners")
pursuant to Sections 15(b) and 19(h) of the Securities Exchange
Act of 1934 ("Exchange Act"); and administrative and cease-and-
desist proceedings against Thomas A. Piechowicz ("Piechowicz"),
James M. Flynn ("Flynn"), and Christopher Conway ("Conway")
pursuant to Section 8A of the Securities Act of 1933 ("Securities
Act"), and Sections 15(b), 19(h) and 21C of the Exchange Act; and
cease-and-desist proceedings against Sharon Bartock ("Bartock")
and Winfred Kipp ("Kipp) pursuant to Section 8A of the Securities
Act and Section 21C of the Exchange Act. 

     The Commission's Order alleges that, in violation of
Sections 5(a), 5(c) and 17(a) of the Securities Act, Section
10(b) of the Exchange Act and Rule 10b-5 thereunder, Conners,
Piechowicz, Flynn, Bartock and Kipp sold more than $3.5 million
in unregistered securities of C'est Lestial Waters, Inc. ("CWI")
and related entities.  These sales were made in connection with
the fraudulent offering by CWI and its related entities of
certain stocks and bonds.  Specifically, the Order alleges that,
from May 1993 through January 1995, CWI raised over $7 million
from more than 100 investors through the offering and sale of
unregistered collateral trust bonds, as well as the securities of
certain entities related to CWI.  In connection with that
offering, CWI and certain of its principals and agents violated
the securities registration, antifraud and broker-dealer
registration provisions of the federal securities laws, through,
among other things, their misrepresentations and omissions
concerning the security underlying the referenced bonds and their
relative safety; their status as exempt from registration with
the Commission; and the use of offering proceeds.  See SEC v.
C'est Lestial Waters, Inc., et al., Civ. No. 95-642 (W.D. PA.)
(April 27, 1995) (L.R. No. 14484, May 2, 1995).

     The Order alleges that Conners, Piechowicz, Bartock and Kipp
sold the securities of CWI and its related entities through
misrepresentations and omissions of facts to investors, including
through the misrepresentation that each investment was fully
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secured by a first lien on specific assets of CWI and its related
entities.    

     The Order further alleges that Flynn made the foregoing
misrepresentations and omissions while acting as an unregistered
broker-dealer, in violation of Sections 15(a) and 15(c) of the
Exchange Act.

     Finally, the Order alleges that Conway aided and abetted and
caused the violative conduct engaged in by CWI, Conners,
Piechowicz, Flynn, Bartock and others by, among other things,
creating for distribution to investors false income projections
and account statements; reviewing and permitting the continued
distribution of false and misleading prospectuses to investors;
and processing paperwork related to the fraudulent CWI offering.