UNITED STATES OF AMERICA
                                      Before the
                          SECURITIES AND EXCHANGE COMMISSION


          SECURITIES ACT OF 1933
          Release No. 7613 / November 23, 1998


                                   :
          In the Matter of         :  ORDER UNDER RULE 602(e) UNDER THE
                                   :  SECURITIES ACT OF 1933, GRANTING
          Stephens Inc.,           :  A WAIVER OF THE DISQUALIFICATION
                                   :  PROVISION OF RULE 602(c)(3)
                  Respondent.      :


               Stephens Inc. ("Stephens") has submitted a letter, dated
          November 10, 1998, for a waiver of the disqualification from
          the exemption under Regulation E arising from Stephens'
          settlement of an administrative proceeding commenced by the
          Commission.  On November 23, 1998, pursuant to Stephens' offer
          of settlement, the Commission issued an Order Instituting
          Proceedings, Making Findings and Imposing Remedial Sanctions.
          The Commission Order (the "Order") requires Stephens:  (a) to
          cease and desist from committing or causing any violation or
          future violation of Section 17(a) of the Securities Act of
          1933 ("Securities Act"), Sections 10(b), 15B(c)(1), and 17(a)
          of the Securities Exchange Act of 1934("Exchange Act") and
          Rules 10b-5 and 17a-3 thereunder, and rules G-8, G-17 and G-20
          of the Municipal Securities Rulemaking Board; (b) to pay a
          civil penalty of $2.25 million to the United States Treasury;
          (c) to comply with its undertaking to pay $111,019.19 over to
          the Cherokee County (Georgia) Water & Sewer Authority; and (d)
          to retain an Independent Consultant not unacceptable to the
          Commission's staff to conduct a review of, and report and make
          recommendations as to, Stephens' supervisory and compliance
          policies and procedures applicable to its Public Finance
          Department, related to the types of conduct which gave rise to
          the Order.

               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.  The
          Commission may waive the disqualification upon a showing of
          good cause.  See Rule 602(e).

               Based on the representations set forth in Stephens'
          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