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

                               UNITED STATES OF AMERICA
                                      Before the
                          SECURITIES AND EXCHANGE COMMISSION




SECURITIES EXCHANGE ACT OF 1934
Release No. 38074 / December 23, 1996

ADMINISTRATIVE PROCEEDING
File No. 3-9090

-------------------------                              
                         :
     In the Matter of    :        ORDER MAKING FINDINGS AND
                         :        IMPOSING REMEDIAL SANCTIONS
     STANLEY L. SWOYER   :
                         :
-------------------------


                                I.

     In these public administrative proceedings instituted on
September 23, 1996, 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
Stanley L. Swoyer ("Swoyer") 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,
paragraph B., below, which are admitted, Swoyer, 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 Public Proceedings and
the Offer, the Commission finds that:

     A.   Respondent Swoyer was employed as a registered
representative by six different broker-dealers at various times
during the period from February 1989 through June 1994.  In mid-
1993, Swoyer was suspended for thirty (30) days and fined $5,000
by the National Association of Securities Dealers, Inc. ("NASD")
==========================================START OF PAGE 2======

for violating the NASD's Rules of Fair Practice in connection
with an NASD examination of a broker-dealer which employed
Swoyer.  During the period of suspension, Swoyer held himself out
as a broker doing business under the name Atlantic Consulting
Group.

     B.   On May 6, 1996, Swoyer was convicted of making false
statements of material fact in connection with the sale of
securities in violation of North Carolina Penal Code Section
78A-8(2).  Swoyer received a three-year suspended sentence, three
years of supervised probation and was ordered to pay $50,000 in
restitution at the rate of $425 per month.  State of North
Carolina v. Swoyer, Case No. 95-CRS-5635-36 (Superior Court of
Gaston County, North Carolina).  The underlying criminal case
charged that Swoyer misappropriated funds provided to him for the
purchase of stock by an investor.

                               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 Swoyer.

     ACCORDINGLY, IT IS ORDERED that Respondent Swoyer 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