UNITED STATES OF AMERICA
                                     before the
                          SECURITIES AND EXCHANGE COMMISSION

          SECURITIES EXCHANGE ACT OF 1934
          Release No.   41065 / February 17, 1999

          ADMINISTRATIVE PROCEEDING
          File No.   3-9830

                                        :
                                        :    ORDER INSTITUTING PUBLIC
          In the Matter of              :    ADMINISTRATIVE PROCEEDINGS 
                                        :    TO SECTIONS 15(b)(6), 15B(c)(4)
          JAMES V. PANNONE,             :    AND 19(h) OF THE  SECURITIES  
                                        :    EXCHANGE  ACT  OF 1934,
                                        :    MAKING FINDINGS AND IMPOSING 
                            Respondent. :    REMEDIAL SANCTIONS
                                        :


                                         I.

               The Securities and Exchange Commission ("Commission") deems
          it appropriate and in the public interest that public
          administrative proceedings be, and hereby are, instituted
          pursuant to Sections 15(b)(6), 15B(c)(4) and 19(h) of the
          Securities Exchange Act of 1934 ("Exchange Act"), against James
          V. Pannone ("Pannone").

                                         II.

               In anticipation of the institution of these proceedings,
          Pannone has submitted an Offer of Settlement ("Offer"), which 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,
          Pannone, without admitting or denying the findings contained in
          this Order Instituting Public Administrative Proceedings Pursuant
          to Section 15(b)(6), 15B(c)(4) and 19(h) of the Securities
          Exchange Act of 1934, Making Findings and Imposing Remedial
          Sanctions ("Order"), except that Pannone admits:  (i) that the
          Commission has jurisdiction over him and over the subject matter
          of these proceedings, and (ii) the entry of the injunction set
          forth in paragraph III.D below, consents to the entry of the
          findings and the imposition of the remedial sanctions set forth
          herein.


                                        III.

                                      FINDINGS

               On  the  basis  of this Order and the Offer, the  Commission
          finds that:[1]

               A.   At all times relevant, Pannone was associated with
          Stifel, Nicolaus & Company, Inc. ("Stifel"), a broker-dealer and
          municipal securities dealer registered with the Commission.

               B.   On September 21, 1998, the Commission filed its Second
          Amended Complaint ("Complaint") against Pannone [Securities and
          Exchange Commission v. Robert Cochran, et al., Case No. CIV-95-
          1477-A (W.D. Okla.)], alleging that Pannone violated Section
          17(a) of the Securities Act of 1933 ("Securities Act"), Sections
          10(b) and 15B(c)(1) of the Exchange Act and Rule 10b-5
          thereunder, and Rule G-17 of the Municipal Securities Rulemaking
          Board ("MSRB").

               C.   The Complaint alleged that Pannone, in conjunction with
          others, defrauded two municipal bond issuers and the respective
          municipal bond purchasers by failing to disclose and/or making
          false statements concerning: (i) the rigging of the bidding
          process to ensure the selection of a certain entity as the
          investment agreement provider; and (ii) the resulting payments
          Stifel received from the investment agreement provider.

               D.   On February 17, 1999, pursuant to a consent agreement
          in which Pannone neither admitted nor denied any of the
          allegations contained in the Complaint, the federal district
          court in the Western District of Oklahoma entered a Final
          Judgment of Permanent Injunction and Other Relief as to Defendant
          James Pannone, permanently enjoining Pannone from violations of
          Section 17(a) of the Securities Act, Sections 10(b) and 15B(c)(1)
          of the Exchange Act and Rule 10b-5 thereunder, and Rule G-17 of
          the MSRB.

                                         IV.

                                        ORDER

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

          ACCORDINGLY, IT IS HEREBY ORDERED that:

               A.   Pannone be, and hereby is, suspended from association
          with any broker or dealer or municipal securities dealer for
          twelve months, effective on the second Monday following the entry
          of this Order; and

                    B.   Pannone shall provide to the Commission, within
          three days after the end of the twelve-month suspension period
          described above, an affidavit that he has complied fully with the
          sanctions described in Section IV.A above.

               By the Commission.




                                                       Jonathan G. Katz
                                                       Secretary

          **FOOTNOTES**

            [1]: The findings in this Order are made pursuant to Pannone’s Offer and are
            not binding on any other person or entity in this or any other proceeding.