UNITED STATES OF AMERICA
                                      Before the
                          SECURITIES AND EXCHANGE COMMISSION

     Securities Exchange Act of 1934 
     Release No. 39160 / September 30, 1997         

     Administrative Proceedings 
     File No. 3-9462
            

                                   
                                   :
     In the Matter of              :  ORDER INSTITUTING PROCEEDINGS
                                   :  PURSUANT TO SECTIONS 15(b)
     JOSEPH P. GREENWALD           :  AND 19(h) OF THE SECURITIES 
                                   :  EXCHANGE ACT OF 1934, MAKING
                                   :  FINDINGS, AND IMPOSING
                                   :  REMEDIAL SANCTIONS           



                                          I.

          The Securities and Exchange Commission (the "Commission") deems it
     appropriate and in the public interest that public administrative
     proceedings be instituted pursuant to Sections 15(b) and 19(h) of the
     Securities Exchange Act of 1934 ("Exchange Act") against Respondent Joseph
     P. Greenwald ("Greenwald" or "Respondent").

                                         II.

          In anticipation of the institution of these proceedings, Greenwald has
     submitted an Offer of Settlement ("Offer") for the purpose of resolving
     these proceedings, which Offer 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 to which the Commission is a
     party, Respondent, by his Offer, consents to the entry of this Order
     Instituting Proceedings Pursuant to Sections 15(b) and 19(h) of the
     Securities Exchange Act of 1934, Making Findings and Imposing Remedial
     Sanctions ("Order"), admits the jurisdiction of the Commission and, without
     admitting or denying the findings set forth herein, except with respect to
     paragraphs III.C. and H. below, which are admitted, consents to the entry
     of the findings and remedial sanctions set forth below.

          Accordingly, it is ordered that proceedings pursuant to Sections 15(b)
     and 19(h) of the Exchange Act be, and hereby are, instituted.



                                         III.

          On the basis of this Order and Respondent's Offer, the Commission





     finds<(1)> that:

          A.   Respondent was born on November 27, 1960 and is a resident of New
               York.

          B.   At all relevant times during 1990, Respondent was the principal
               and the president of Greenwald Securities Trading, Inc., a
               broker-dealer registered with the Commission.

          C.   On January 18, 1994, Respondent pled guilty to an information
               charging him with conspiracy to commit securities fraud in
               connection with the securities of Norton and Motel 6.  U.S. v.
               Greenwald, 94 Cr. 0007 (SS) (S.D.N.Y.).

          D.   On August 3, 1995, Respondent was sentenced to three years
               probation.

          E.   Respondent's conviction was an offense specified in Section
               15(b)(4)(B)(i) of the Exchange Act, 15 U.S.C.  78o(b)(4)(B)(i).

          F.   On March 6, 1995, the Commission commenced an action, Securities
               and Exchange Commission v. Borlinghaus, et al., 95 Civ. 1520
               (S.D.N.Y.) (JFK), in the United States District Court for the
               Southern District of New York (the "Federal Court Action"),
               charging, inter alia, Respondent with violating Sections 10(b)
               and 14(e) of the Exchange Act, 15 U.S.C.  78j(b), 78n(e), and
               Rules 10b-5 and 14e-3 thereunder, 17 C.F.R.  240.10b-5,
               240.14e-3.

          G.   The complaint in SEC v. Borlinghaus alleges, inter alia, that
               Respondent, directly or indirectly, singly or in concert, traded
               in the securities of (1) Norton in March 1990 while in possession
               of material, nonpublic, confidential information about
               negotiations leading to a tender offer for Norton securities by
               BTR, PLC ("BTR"), a British concern; and (2) Motel 6 in June and
               July 1990 while in possession of material, nonpublic,
               confidential information about negotiations










                              

          <(1)>     The findings herein are made pursuant to Respondent's
                    Offer of Settlement and are not binding on any other
                    person or entity in this or any other proceeding.

                              ======END OF PAGE 2======





               leading to a tender offer for Motel 6 securities by Accor, S.A.,
               a French concern.

          H.   On September 23, 1997, a Final Judgment Of Permanent Injunction
               And Other Relief As To Joseph P. Greenwald (the "Final Judgment")
               was entered by consent in SEC v. Borlinghaus, pursuant to which,
               inter alia, the court ordered that Respondent be permanently
               enjoined and restrained from, directly or indirectly, singly or
               in concert, violating Sections 10(b) and 14(e) of the Exchange
               Act and Rules 10b-5 and 14e-3 thereunder.

          I.   The  Final Judgment is an "order, judgment or decree" specified
               in Section 15(b)(4)(C) of the Exchange Act, 15 U.S.C. 
               78o(b)(4)(C).

                                         IV.

          In view of the foregoing, the Commission deems it appropriate and in
     the public interest to impose the sanctions set forth below.

          Accordingly, IT IS HEREBY ORDERED that, effective immediately,
     Greenwald is barred from association with any broker, dealer, investment
     company, investment adviser or municipal securities dealer.

     By the Commission.



                                                    Jonathan G. Katz
                                                    Secretary