UNITED STATES OF AMERICA
                                    Before the
                         SECURITIES AND EXCHANGE COMMISSION

          SECURITIES EXCHANGE ACT OF 1934
          RELEASE NO.  41179 / March 17, 1999

          ADMINISTRATIVE PROCEEDING
          FILE NO.  3-9850
          ______________________________
                                          :    ORDER INSTITUTING PROCEEDINGS,
          In the Matter of                :    PURSUANT TO SECTION 15(b)
                                          :    OF THE SECURITIES EXCHANGE ACT
          BRIAN E. FARLEY,                :    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 against Brian E. Farley
          ("Farley") pursuant to Section 15(b) of the Securities Exchange
          Act of 1934 ("Exchange Act").

                                         II.

               In anticipation of the institution of these proceedings,
          Farley 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,
          and without admitting or denying the Commission's findings
          contained herein, except the Commission's findings set forth in
          Paragraphs III A and B, which are admitted, Farley consents to
          the entry of this Order Instituting Proceedings pursuant to
          Section 15(b) of the Exchange Act, Making Findings and Imposing
          Remedial Sanctions ("Order").

               Accordingly, IT IS HEREBY ORDERED that proceedings pursuant
          to Section 15(b) of the Exchange Act be and hereby are
          instituted.





                                        III.

               On the basis of this Order and Farley's Offer, the
          Commission finds that:

               A.   From in or around early 1994 through in or around
          February 1995, Farley was associated with a broker-dealer
          registered with the Commission pursuant to the Exchange Act.
          However, during this time, Farley used Optimum Capital
          Corp.("OCC"), now a defunct entity, and not the broker-dealer he
          was associated with, to effect transactions in, or induce or
          attempt to induce the purchase or sale of, certain Omni
          International Trading, Inc. ("Omni") securities.  At this time,
          neither Farley nor OCC were registered with the Commission as a
          broker or dealer pursuant to the Exchange Act.

               B.   On March 1, 1999, in the case of SEC v. Omni
          International Trading, Inc. et al. (Civil Action File No. 97 Civ.
          2116), the United States District Court for the District of
          Minnesota entered an Order of Permanent Injunction and Other
          Equitable Relief against Farley, pursuant to his consent and
          without his admitting or denying the allegations contained in the
          Commission's Complaint, enjoining Farley from violating Sections
          5(a), 5(c) and 17(a) of the Securities Act of 1933, Sections
          10(b), 15(a)(1) and 15(c)(1) of the Exchange Act and Rules 10b-5
          and 15c1-2 promulgated thereunder.  The Complaint was based on
          the conduct alleged below.

               From in or about January 1991 through in or about February
          1995, Omni and the other defendants, including Farley, defrauded
          public investors through the offer and sale of over $4 million in
          Omni securities.  These securities were not registered with the
          Commission.  As part of that fraud, the Complaint alleged that
          from in or about early 1994 through February 1995, Farley and
          others raised funds through the offer and sale of Omni stock to
          investors in several states.  In connection with the offer and
          sale of these Omni shares, the Complaint alleged that Farley and
          the other defendants made numerous misrepresentations and omitted
          to state material facts regarding, among other things, a
          purported tender offer, the expected profit to be made on the
          tender offer and the commissions to be earned. In addition, the
          Complaint alleged that during these sales, Farley was a
          representative with a registered broker-dealer, however, he did
          not sell the Omni shares through his brokerage firm.  Therefore,
          the Complaint alleged that Farley acted as an unregistered broker
          or dealer.

                                             IV.

               In light of the foregoing, it is in the public interest to
          impose the sanctions specified in the Offer submitted by Farley.
          Accordingly,





                IT IS HEREBY ORDERED that Brian E. Farley be, and hereby
          is, barred from association with any broker, dealer, municipal
          securities dealer, investment company or investment adviser.


               By the Commission.




                                                  Jonathan G. Katz
                                                  Secretary