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                     UNITED STATES OF AMERICA
                            Before the
                SECURITIES AND EXCHANGE COMMISSION


SECURITIES EXCHANGE ACT OF 1934
Release No. 38529 / April 21, 1997

ADMINISTRATIVE PROCEEDING
File No. 3-9300

_________________________                         
                         :    ORDER INSTITUTING A PROCEEDING
In the Matter of         :    PURSUANT TO SECTIONS 15(b)(6) 
                         :    AND 19(h)(3) OF THE SECURITIES
Stanley J. Feminella     :    EXCHANGE ACT OF 1934, MAKING 
                         :    FINDINGS, AND IMPOSING A REMEDIAL
     Respondent.         :    SANCTION
                         :
_________________________:

                                I.

     The Commission deems it appropriate and in the public
interest that a public administrative proceeding pursuant to
Sections 15(b)(6) and 19(h)(3) of the Securities Exchange Act of
1934 (Exchange Act) be, and hereby is, instituted against Stanley
J. Feminella (Feminella) to determine what action, if any, is
necessary in light of the permanent injunction entered against
Feminella by the United States District Court for the Southern
District of New York on April 15, 1997.

                               II.

     In anticipation of the institution of this proceeding,
Feminella has submitted an Offer of Settlement (Offer), 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 to which the Commission is a party, and
without admitting or denying the findings or conclusions
contained herein except for those contained in Sections III.A.
and B. below, which are admitted, Feminella consents to the
issuance of this Order, the entry of the findings contained
herein, and the imposition of the sanction set forth below.

                              III.  

     The Commission makes the following findings:

     A.   From August 1983 through June 1991, Feminella was
associated with three broker-dealers registered with the
Commission pursuant to Section 15 of the Exchange Act.  These
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broker-dealers were the following: David Lerner Associates, Inc.,
from August 1983 to September 1986; PaineWebber Inc., from
September 1986 to November 1988; and Shearson Lehman Brothers
Inc., from November 1988 to June 1991.

     B.   Feminella is permanently enjoined by judgment of the
United States District Court for the Southern District of New
York, in the action captioned Securities and Exchange Commission
v. Stanley J. Feminella and David W. Granston, Civil Action No.
96 CIV 336 (AGS) (S.D.N.Y., judgment entered April 15, 1997),
from violating Section 17(a) of the Securities Act of 1933 and
Section 10(b) of the Exchange Act and Rule 10b-5 promulgated
thereunder.

                               IV.

     Based on the foregoing, the Commission deems it appropriate
and in the public interest to impose the sanction specified in
Feminella's Offer.

     Accordingly, it is ORDERED that, effective immediately,
Feminella be, and he hereby is, barred from association with any
broker, dealer, municipal securities dealer, investment adviser,
or investment company.



By the Commission.


                                                          
                                Jonathan G. Katz
                                Secretary