UNITED STATES OF AMERICA
                           Before the 
                SECURITIES AND EXCHANGE COMMISSION



SECURITIES EXCHANGE ACT OF 1934
Release No. 36768 / January 25, 1996

ADMINISTRATIVE PROCEEDING 
File No. 3-8938
______________________________
                              :    ORDER INSTITUTING PUBLIC
                              :    ADMINISTRATIVE PROCEEDING
In the Matter of              :    PURSUANT TO SECTIONS 15(b) AND
JOSEPH M. AARON,              :    19(h) OF THE SECURITIES
                              :    EXCHANGE ACT OF 1934, MAKING
               Respondent.    :    FINDINGS AND IMPOSING 
______________________________:    REMEDIAL SANCTIONS 


                                I.

     The Securities and Exchange Commission ("Commission") deems
it appropriate and in the public interest to institute a public
administrative proceeding pursuant to Sections 15(b) and 19(h) of
the Securities Exchange Act of 1934 ("Exchange Act") against
Joseph M. Aaron ("Aaron" or "Respondent").

     In anticipation of the institution of this proceeding, the
Respondent has submitted an Offer of Settlement ("Offer") to the
Commission, 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 in which
the Commission is a party, the Respondent, without admitting or
denying the findings contained herein (except as to the
jurisdiction of the Commission over him and over the subject
matter of these proceedings and the entry of the injunction set
forth in paragraph II.B., below, which he admits), consents to
the entry of the findings and remedial sanctions set forth below.
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     Accordingly, IT IS ORDERED that a proceeding pursuant to
Sections 15(b) and 19(h) of the Exchange Act be, and hereby is,
instituted. 

                               II. 

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

     A.   From June, 1989 through September 1991, and from April
1993 through December 1994, Aaron was a registered representative
of various securities broker-dealers registered with the
Commission.  

     B.   On January 11, 1996, a Final Judgment of Permanent
Injunction was entered against Aaron by the United States
District Court for the Northern District of California in the
case entitled Securities and Exchange Commission v. Joseph M.
Aaron, et al., Civil Action No. C96-0101-EFL (N.D. Cal.)
enjoining him from future violations of Section 17(a) of the
Securities Act of 1933 and Section 10(b) of the Exchange Act and
Rule 10b-5 thereunder and ordering him to pay a civil penalty in
the amount of $20,000.  

     C.   The Commission's Complaint in the civil action referred
to in paragraph II. B., above, alleged that, from October 1990
through October 1992, Chartwell Financial and Aaron sold
securities in six separate offerings in the form of promissory
notes, failed to monitor compliance with certain risk-reducing
features of the investments as represented in the private
offering memoranda and failed to monitor the use of investors'
funds as represented in the offering memoranda.

                               III.

     Based upon the foregoing, the Commission deems it
appropriate and in the public interest to impose the sanctions
specified by the Respondent in his Offer of Settlement.  

     Accordingly, IT IS HEREBY ORDERED that, the Respondent be
and hereby is

     (a) effective on the second Monday following the date of
     this Order, suspended for a period of twelve months from
     association in any capacity with any broker, dealer,
     municipal securities dealer, investment adviser or
     investment company; and

     (b)  ordered to comply with his undertaking in his Offer of
     Settlement to file with the San Francisco District Office of
     the Commission, at the conclusion of the twelve-month
     suspension ordered, an affidavit in form satisfactory to the
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     San Francisco District Office stating that he has complied
     fully with the stated suspension.

     By the Commission.





                              Jonathan G. Katz
                              Secretary