UNITED STATES OF AMERICA
                                      Before the
                          SECURITIES AND EXCHANGE COMMISSION


     INVESTMENT ADVISERS ACT OF 1940
     Release No. 1666 / September 16, 1997

     ADMINISTRATIVE PROCEEDING
     File No. 3-9413

     ____________________________
                                 :
     In the Matter of            :
                                 :  ORDER INSTITUTING PROCEEDINGS
                                 :  PURSUANT TO SECTION 203(k) 
     Stephens Inc.,              :  OF THE INVESTMENT ADVISERS 
                                 :  ACT OF 1940, MAKING                            :  FINDINGS AND IMPOSING A 
                                 :  CEASE-AND-DESIST ORDER
                    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 Section 203(k)
     of the Investment Advisers Act of 1940 ("Advisers Act") to determine
     whether Stephens Inc. ("Stephens" or "Respondent") violated Sections 204
     and 206(3) of the Advisers Act and Rule 204-3(f) promulgated thereunder.

                                         II.

          In anticipation of the institution of these administrative
     proceedings, Stephens has submitted an Offer of Settlement ("Offer") to the
     Commission, 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 to which the Commission is a party, and
     without admitting or denying the matters set forth herein, the Respondent
     consents to the issuance of this Order Instituting Proceedings, Making
     Findings and Imposing a Cease-and-Desist Order ("Order"), and to the entry
     of the findings and the imposition of the cease-and-desist order set forth
     below.

                                         III.

          The Commission finds the following:

          a.   Stephens is, and at all relevant times was, an    investment
                                                                 adviser
                                                                 registered with

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                                                                 the Commission
                                                                 pursuant to
                                                                 Section 203(c)
                                                                 of the Advisers
                                                                 Act and a
                                                                 broker-dealer
                                                                 registered with
                                                                 the Commission
                                                                 pursuant to
                                                                 Section 15 of
                                                                 the Securities
                                                                 Exchange Act of
                                                                 1934.

          b.   From January 1, 1994, through September 30, 1995, Stephens
          directly effected approximately 4,307 principal transactions by
          purchasing and selling for its advisory clients securities which
          Stephens, through its own broker-dealer operations, made a market.

          c.   When it entered into advisory agreements with its clients,
          Stephens generally obtained a written, blanket consent from each
          client authorizing it to engage in principal transactions through its
          broker-dealer operations which made markets in such securities. 
          Blanket consents do not satisfy the requirements of Section 206(3) of
          the Advisers Act.

          d.   As a result of the foregoing, Stephens violated Section 206(3) of
          the Advisers Act.

          e.   At all relevant times, a majority of Stephens' advisory clients
          engaged Stephens on a "wrap fee" basis, such that clients purportedly
          paid one all-inclusive fee for advisory services, management costs and
          brokerage execution.

          f.   Stephens failed to file Schedule H of Form ADV and from October
          1, 1994, through August 1996, did not provide its clients with a
          disclosure statement (separate from Form ADV) containing at least the
          information required by Schedule H of Form ADV.

          g.   As a result of the foregoing, Stephens violated Section 204 and
          Rule 204-3(f) thereunder.

                                         IV.

          Based on the foregoing, the Commission finds that Stephens violated
     Sections 204 and 206(3) of the Advisers Act and Rule 204-3(f) thereunder.  







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                                          V.

          Accordingly, IT IS HEREBY ORDERED THAT:

          Stephens shall cease and desist from committing or causing any
     violation or future violation of Sections 204 and 206(3) of the Advisers
     Act and Rule 204-3(f) thereunder.

          By the Commission.


                                             Jonathan G. Katz
                                             Secretary








































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