SECURITIES ACT OF 1933
Release No. 7947 / January 30, 2001

ADMINISTRATIVE PROCEEDINGS
FILE No.3-10413

In the Matter of

PRUDENTIAL SECURITIES,
INCORPORATED

Respondent.

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ORDER UNDER RULE 602(e)
UNDER THE SECURITIES ACT OF
1933, GRANTING A WAIVER
OF THE DISQUALIFICATION
PROVISIONS OF RULE 602(c)(3)

Prudential Securities Incorporated ("PSI") has submitted a letter, dated August 29, 2000, for a waiver of the disqualification from the exemption under Regulation E arising from PSI's settlement of an administrative proceeding commenced by the Commission. On January 29, 2001, pursuant to PSI's offer of settlement, the Commission issued an Order Instituting Administrative And Cease-And-Desist Proceedings, Making Findings of Fact, Imposing Remedial Sanctions and Issuing Cease-And-Desist Orders (the "Order"). The Order requires PSI: (a) to cease and desist from committing or causing any violations and any future violations of Section 17(a) of the Securities Exchange Act of 1934 ("Exchange Act") and Rule 17a-3 thereunder; and (b) to pay a civil penalty of $800,000 to the United States, as set forth in PSI's offer of settlement.

The Regulation E exemption is not available for the securities of an issuer if a director, officer, principal security holder, investment adviser or underwriter of the securities to be offered, or any partner, director or officer of such investment adviser or underwriter, is subject to a Commission order pursuant to Section 15(b) of the Exchange Act. See Rule 602(c)(3) under the Securities Act of 1933 ("Securities Act"). The Commission may waive the disqualification upon a showing of good cause. See Rule 602(e).

Based on the representations set forth in PSI's request, the Commission has determined that a showing of good cause has been made pursuant to Rule 602(e) and that the request for a waiver of the disqualification should be granted. Accordingly,


IT IS ORDERED, pursuant to Rule 602(e) under the Securities Act, that a waiver from the application of the disqualification provision of Rule 602(c)(3) under the Securities Act resulting from the entry of the Order is hereby granted.

By the Commission.

Jonathan G. Katz
Secretary