UNITED STATES OF AMERICA
                           Before the 
                SECURITIES AND EXCHANGE COMMISSION



SECURITIES EXCHANGE ACT OF 1934
Release No. 38304 / February 19, 1997

ADMINISTRATIVE PROCEEDING
File No. 3-9252


---------------------------                                       
                           :
In the Matter of           :
                           :   ORDER INSTITUTING PUBLIC
NEAL B. STEIN              :   ADMINISTRATIVE PROCEEDING, MAKING
                           :   FINDINGS AND IMPOSING REMEDIAL
               Respondent. :   SANCTIONS
                           :
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                                I.

     The Securities and Exchange Commission ("Commission") deems
it appropriate and in the public interest that a public
administrative proceeding pursuant to Sections 15(b) and 19(h) of
the Securities Exchange Act of 1934 ("Exchange Act") be
instituted against Neal B. Stein ("Stein").

                               II.

     In anticipation of the institution of this proceeding, Stein
has submitted an Offer of Settlement ("Offer"), which the
Commission has determined to accept.  Solely for the purpose of
this proceeding and any other proceeding brought by or on behalf
of the Commission, or in which the Commission is a party, and
without admitting or denying the findings contained herein,
except that Stein admits the jurisdiction of the Commission over
him and over the subject matter of this proceeding and the entry
of a Judgment of Permanent Injunction and Other Relief against
him as set forth in paragraph III.B., Stein consents to the entry
of this Order Instituting Public Administrative Proceeding,
Making Findings and Imposing Remedial Sanctions ("Order") set
forth below.

     Accordingly, IT IS ORDERED that a proceeding pursuant to
Sections 15(b) and 19(h) of the Exchange Act be, and hereby is,
instituted.
==========================================START OF PAGE 2======

                               III.

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

     A.   Stein is 38 years old and resides in Los Angeles,
California.  From December 1987 through July 1992, Stein was a
registered representative and Executive Vice President with
Fortress Securities, Inc. ("Fortress"), a broker-dealer
registered with the Commission (File No. 8-37686) with its main
office in Beverly Hills, California.  From June 1994 through
December 1994, Stein was a registered representative with
Columbus Financial, Inc. ("Columbus"), another broker-dealer
registered with the Commission (File No. 8-39935) and based in
Beverly Hills, California.  Since its formation in 1987, Stein
has been the president of Mustang Development Corporation
("Mustang").  Stein and another individual were co-owners of
Mustang until October 1994, when Stein became Mustang's sole
owner.

     B.   A Judgment of Permanent Injunction and Other Relief was
entered in the United States District Court for the Central
District of California against Stein on February 3, 1997.  The
Judgment permanently enjoins Stein from violations of Sections
5(a), 5(c), and 17(a) of the Securities Act of 1933 and Section
10(b) of the Exchange Act and Rule 10b-5 thereunder.  SEC v.
Mustang Development Corporation, et al., Civil Action            

No. 97-0440 JGD (CTx) (C.D. Cal.).

     C.   The Commission's Complaint filed in the action
described above alleges that from December 1987 through March
1995, Stein was president and part owner of Mustang.  During that
period, Mustang raised approximately $139 million from some 4,500
investors in the sale of interests in approximately 60 oil and
gas limited partnerships.  Investors were told that the money
they invested would be used by each partnership to purchase oil
and gas properties and that the returns to be paid by the
partnerships would come from revenues generated by those
properties.  From August 1992 through March 1995, Stein, as one
of Mustang's principals, directed Mustang's investment scheme
that, among other things:  (1) commingled the assets of the
various Mustang partnerships; (2) in some partnerships, used
virtually none of the investors' capital to purchase oil and gas
properties; (3) misappropriated millions of dollars of the
investors' funds to support his personal lifestyle; and (4) used
investor funds to finance a Ponzi scheme in which millions of

---------FOOTNOTES----------
     -[1]-     The findings herein are made pursuant to Stein's
               Offer and are not binding on any other person or
               entity named as a respondent in this or any other
               proceeding.
==========================================START OF PAGE 3======

dollars from new investors were funnelled back to old investors
in the form of fictitious returns. 

                               IV.

     Based on the foregoing, the Commission deems it appropriate
and in the public interest to accept the Offer submitted by Stein
and impose the sanctions specified in the Offer.

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

     By the Commission.




                                   Jonathan G. Katz
                                   Secretary