UNITED STATES OF AMERICA
     Before the
     SECURITIES AND EXCHANGE COMMISSION


     SECURITIES EXCHANGE ACT OF 1934
     Release No.  40078 / June 8, 1998

     ADMINISTRATIVE PROCEEDING
     File No.  3-9622
     _____________________
                          :
     In the Matter of     :ORDER INSTITUTING PUBLIC
                          :PROCEEDINGS, ACCEPTING OFFER OF 
     Mark Muenster,       :SETTLEMENT, MAKING FINDINGS AND 
                          :IMPOSING REMEDIAL SANCTIONS
     Respondent.          :PURSUANT TO SECTION 15(b) OF THE
     ____________________ :SECURITIES EXCHANGE ACT OF 1934



     I.

     The Commission deems it appropriate and in the public interest that
     proceedings pursuant to Section 15(b)(6) of the Securities Exchange Act of
     1934 ( Exchange Act ) be, and they hereby are, instituted against Mark
     Muenster ( Respondent ) to determine whether action is necessary in light
     of the permanent injunction entered against Respondent by the United States
     District Court for the Southern District of New York on May 26, 1998,
     permanently restraining and enjoining Respondent from future violations of
     Sections 10(b) and 14(e) of the Exchange Act and Rules 10b-5 and 14e-3
     promulgated thereunder.

     In anticipation of the institution of these proceedings, Respondent has
     submitted an Offer of Settlement for the purpose of disposing of the issues
     raised by these proceedings.  The Commission has determined to accept
     Respondent s Offer of Settlement.

     Solely for the purpose of this proceeding 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 matters set forth in the Order
     Instituting Public Proceedings, Making Findings and Imposing Remedial
     Sanctions Pursuant to Section 15(b) of the Securities Exchange Act of 1934
     (the  Order ), except as to the Commission s jurisdiction and as to the
     matters set forth in paragraph II below, which he admits, Respondent
     consents to the issuance of this Order.

     II.

     FINDINGS AND CONCLUSIONS

     The Commission finds that:

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     A.from 1985 through on or about October 17, 1988, Respondent was associated
     with Charles Schwab & Co., Inc., a broker-dealer registered with the
     Commission; and

     B.a Final Judgment of Permanent Injunction was entered by the United States
     District Court for the Southern District of New York, in an action styled
     Securities and Exchange Commission v. Robert Falbo, et al., Civil Action
     No. 92-6836 (PKL) (S.D.N.Y., Judgment entered May 26, 1998), which
     permanently enjoins Respondent from future violations of Sections 10(b) and
     14(e) of the Exchange Act and Rules 10b-5 and 14e-3 promulgated thereunder.

     III.

     RESPONDENT S OFFER OF SETTLEMENT

     Respondent has submitted an Offer of Settlement in which he consents to the
     Commission s issuance of this Order, as set forth above, barring Respondent
     from association with any broker, dealer, investment company, investment
     adviser, or municipal securities dealer.
      
     IV.

     ORDER

     Based on the foregoing, the Commission deems it appropriate and in the
     public interest to accept the Offer of Settlement of Mark Muenster.

     Accordingly, IT IS ORDERED that Respondent be, and he hereby is, barred
     from association with any broker, dealer, investment company, investment
     adviser or municipal securities dealer.

     By the Commission.



     Jonathan G. Katz
     Secretary



















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