UNITED STATES OF AMERICA
                                     before the
                          SECURITIES AND EXCHANGE COMMISSION


          Securities Exchange Act of 1934
          Release No. 40725 / November 30, 1998

          Administrative Proceeding
          File No. 3-9783


          In the Matter of               :
                                         : ORDER INSTITUTING PUBLIC
                                         : PROCEEDINGS PURSUANT TO
                                         : SECTIONS 15(b)(6) AND 19(h) OF
          FRANCIS C. DECABIA,            : THE SECURITIES EXCHANGE ACT
                                         : OF 1934, MAKING FINDINGS AND
                                         : IMPOSING REMEDIAL SANCTIONS
          Respondent.                    :
                                         :


                                         I.

               The Securities and Exchange Commission ("Commission") deems
          it appropriate and in the public interest that public
          administrative proceedings be instituted pursuant to Sections
          15(b)(6) and 19(h) of the Securities Exchange Act of 1934
          ("Exchange Act") against Francis C. DeCabia (`DeCabia").

                                         II.

               In anticipation of the institution of these proceedings,
          DeCabia has submitted an Offer of Settlement ("Offer"), which the
          Commission has determined to accept.  Solely for the purposes 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 for the jurisdiction of the Commission over him and over
          the subject matter of these proceedings and the entry of the
          criminal conviction described in paragraph III.B. below and the
          permanent injunction described in paragraph III.D. below, which
          are admitted, DeCabia consents to the entry of the findings and
          the imposition of the remedial sanctions set forth herein.

               Accordingly, IT IS ORDERED  that proceedings pursuant to
          Sections 15(b)(6) and 19(h) of the Exchange Act be, and hereby
          are, instituted.

                                        III.

               On the basis of this Order Instituting Public Proceedings
          Pursuant to Sections 15(b)(6) and 19(h) of the Securities
          Exchange Act of 1934, Making Findings and Imposing Remedial
          Sanctions (the "Order"), and the Offer submitted by DeCabia, the
          Commission finds that:[1]

               A.  During all periods relevant to these proceedings,
          DeCabia was a registered representative associated with
          Josephthal Lyon & Ross, Inc., now Josephthal & Co., a broker-
          dealer registered with the Commission.

               B.  On October 25, 1995, in an action before the Supreme
          Court of the State of New York, County of New York, DeCabia pled
          guilty to Scheme to Defraud in the First Degree, a felony, and on
          June 11, 1997, was sentenced to a conditional discharge.

               C.  The indictment upon which DeCabia's conviction was based
          accuses DeCabia, among other things, of  engaging in fraudulent
          conduct involving prime bank guarantees from on or about August
          1992 through on or about November 1992.

               D.  On    September 2, 1998, DeCabia was permanently
          enjoined from violating Section 17(a) of the  Securities Act of
          1933 ("Securities Act") and Section 10(b) of the Exchange Act and
          Rule 10b-5 thereunder, by the United States District Court for
          the Southern District of New York in an action styled Securities
          and Exchange Commission v. Stephen DeSimone, Francis DeCabia and
          Gary Moody, Civ. Action No. 97-9359.  DeCabia, without admitting
          or denying the allegations of the Commission's complaint,
          consented to the entry of the injunction.

               E.  The Commission's complaint in the above-referenced
          action, which was filed on December 19, 1997,  alleges, among
          other things, that from August through November 1992, DeCabia was
          engaged in a scheme to defraud the Republic of Nauru out of
          approximately $20 million for the purchase of fictitious prime
          bank securities.


          **FOOTNOTES**

            [1]:  The findings herein are made pursuant to the Offer of
            Settlement submitted by DeCabia and are not binding on any 
            other person or entity named as a respondent in this or any 
            other proceeding.




                                         IV.

               In view of the foregoing, the Commission  deems it
          appropriate and in the public interest to accept the Offer
          submitted by DeCabia and to impose the sanctions specified in the
          Offer.

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

               By the Commission.



               __________________________________
               Jonathan G. Katz
               Secretary