==========================================START OF PAGE 1======


                     UNITED STATES OF AMERICA
                           before the 
               SECURITIES AND EXCHANGE COMMISSION 


SECURITIES EXCHANGE ACT OF 1934
Release No. 38517 / April 16, 1997

ADMINISTRATIVE PROCEEDING 
File No. 3-9215


--------------------------                         
                         :
In the Matter of         :
                         :    ORDER MAKING FINDINGS AND IMPOSING
Joseph P. Brooks,        :    REMEDIAL SANCTIONS                 
                         :
          Respondent.    :
                         :
--------------------------

                                I

     In these public administrative proceedings instituted on
January 7, 1997 by the Securities and Exchange Commission
("Commission") pursuant to Sections 15(b) and 19(h) of the
Securities Exchange Act of 1934 ("Exchange Act"), Respondent
Joseph P. Brooks ("Brooks" or "Respondent") has submitted an
Offer of Settlement ("Offer") which the Commission has determined
to accept.

     Solely for the purpose of these proceedings and any other
proceedings brought by or on behalf of the Commission or in which
the Commission is a party, and without admitting or denying the
findings contained herein, except as to the jurisdiction of the
Commission over him and over the subject matter of this
proceeding and as to the findings contained in Section II,
Paragraphs A. and E., below, which are admitted, Brooks, by his
Offer, consents to the entry of findings and remedial sanctions
set forth below.

                                II

     On the basis of this Order Making Findings and Imposing
Remedial Sanctions, the Order Instituting Administrative
Proceedings Pursuant To Sections 15(b) and 19(h) of the
Securities Exchange Act of 1934 and the Offer, the Commission
finds that:     A.   During all relevant times herein, Brooks was associated
as a salesman with a registered broker-dealer at its Ft. Myers,
Florida branch office.

     B.   On June 27, 1996, the Commission filed a civil
injunctive action in the United States District Court for the
Middle District of Florida, against Brooks, alleging violations
of the antifraud provisions of the federal securities laws.  

     C.   Previously, on December 4, 1995, Brooks pled no contest
to a one-count criminal information charging him with first
degree grand theft, in connection with substantially the same
conduct alleged in the Commission's complaint.  State of Florida
vs. Joseph P. Brooks, Case No. 95-2536 CF (Circuit Court of Lee
County, Florida). 

     D.   According to the Commission's complaint, between
approximately October 1991 and June 1995, Brooks misappropriated
approximately $366,300 from eight mostly elderly investors and
subsequently used the funds to pay, among other things, his
gambling and credit card debts.  The complaint further alleged
that Brooks utilized a scheme whereby he opened up bank accounts
in his and his customers' names by forging their names on new
account documents, forging requests for the release of cash
management account funds, and arranging to have the released
funds forwarded by check to the addresses he controlled. 
Moreover, the complaint alleged that Brooks, in order to conceal
his misappropriation from the defrauded customers, misled them
about their monthly brokerage statements and the existence of
their investments.  

     E.   On September 4, 1996, a default final judgment of
permanent injunction was entered against Brooks, permanently
enjoining him from future violations of Section 17(a) of the
Securities Act of 1933, Section 10(b) of the Exchange Act and
Rule 10b-5, thereunder.  SEC v. Joseph Brooks, Case No. 96-235-
Civ-FTM-23 (M.D. Fla.).

                               III

     In view of the foregoing, the Commission deems it
appropriate and in the public interest to impose the sanctions
specified in the Offer submitted by Respondent Brooks.

     ACCORDINGLY, IT IS ORDERED that Respondent Brooks be, and
hereby is, barred from association with any broker, dealer,
municipal securities dealer, investment adviser or investment
company.

     For the Commission, by its Secretary, pursuant to delegated
     authority.

                         Jonathan G. Katz
                         Secretary