UNITED STATES OF AMERICA
                                      Before the
                          SECURITIES AND EXCHANGE COMMISSION


     SECURITIES EXCHANGE ACT OF 1934
     Release No. 38674 / May 27, 1997

     ADMINISTRATIVE PROCEEDING
     File No. 3-9314


                                   
                                   :
     In the Matter of              :    ORDER INSTITUTING PROCEEDINGS
                                   :    AND OPINION AND ORDER PURSUANT
     ARTHUR A. GRAVES, III,        :    TO RULE 102(e) OF THE  
                         :    COMMISSION'S RULES OF PRACTICE
                    Respondent.    : 
                                   :


                                          I.

          The Securities and Exchange Commission ("Commission") deems it
     appropriate and in the public interest that public administrative
     proceedings be, and they hereby are, instituted pursuant to Rule
     102(e)(3)(i)(A) of the Commission's Rules of Practice, 17 C.F.R. 
     201.102(e)(3)(i)(A), <(1)> against Arthur A. Graves, III ("Graves").

                                         II.

          In anticipation of the institution of these administrative
     proceedings, Graves has submitted an Offer of Settlement which the
                              

          <(1)>     Rule 102(e)(3)  of the Commission's  Rules of Practice,
                    17 C.F.R.  201.102(e)(3), provides, in pertinent part:

                    The  Commission,  with due  regard  to  the public
                    interest  ... may  ... suspend  from  appearing or
                    practicing before it any, attorney ... who ... has
                    been  by name  ... [p]ermanently  enjoined by  any
                    court of competent jurisdiction, by reason of  his
                    or  her misconduct  in  an action  brought by  the
                    Commission,  from violating or aiding and abetting
                    the  violation  of any  provision  of  the Federal
                    securities laws  or of  the rules and  regulations
                    thereunder ...  A person who has  consented to the
                    entry  of  a   permanent  injunction  ...  without
                    admitting  the facts  set  forth in  the complaint
                    shall  be presumed  for  all  purposes under  this
                    paragraph (e)(3) to  have been enjoined  by reason
                    of the misconduct alleged in the complaint.







     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 prior to a hearing
     pursuant to the Commission's Rules of Practice, 17 C.F.R.  201.100 et
     seq., and without admitting or denying any findings set forth herein,
     except as to jurisdiction, and facts set forth in paragraphs III. A. and B.
     below, which he admits, Graves consents to the issuance of this Order
     Instituting Proceedings and Opinion and Order Pursuant to Rule 102(e) of
     the Commission's Rules of Practice and to the entry of findings and
     imposition of the remedial sanctions as set forth below.

                                         III.

          On the basis of this Order and Graves' Offer of Settlement, the
     Commission finds that: 

               A.   At all times relevant hereto, Arthur Graves was an attorney
               licensed in the State of California.

               B.   On April 25, 1997, Graves was enjoined, on consent, by the
               United States District Court for the Central District of
               California from violations of Sections 5 and 17(a) of the
               Securities Act of 1933, Section 10(b) of the Securities Exchange
               Act of 1934 and Rule 10b-5 thereunder in the action entitled SEC
               v. Broadcast Associates - I, et al., CV-96-0252 WJR (ANx).

               C.   The Commission's Complaint in the action described in
               paragraph III.B. above alleges that from in or about November
               1992 through the time that the Commission's Complaint was filed
               in January 1995, Graves and other defendants committed fraud in
               violation of the federal securities laws by engaging in a scheme
               to market unregistered securities in the form of investment
               contracts in "wireless cable" television ventures, through the
               use of materially false and misleading statements and omissions.

                                         IV.

          Based on the foregoing, the Commission deems it appropriate and in the
     public interest to accept the Offer of Settlement submitted by Graves, and
     accordingly,













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          IT IS HEREBY ORDERED, effective immediately, that Graves is denied the
     privilege of appearing or practicing before the Commission as an attorney. 


          By the Commission.


                                                                   
                                        Jonathan G. Katz
                                        Secretary











































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