SECURITIES ACT OF 1933
     RELEASE NO. 7434

     SECURITIES EXCHANGE ACT OF 1934
     RELEASE NO. 38942

     ADMINISTRATIVE PROCEEDING
     FILE NO. 3-9364



     PUBLIC ADMINISTRATIVE AND CEASE-AND-DESIST PROCEEDINGS INSTITUTED AGAINST
     WILLIAM P. CARROLL

          On August 18, 1997, the Commission instituted public administrative
     and cease-and-desist proceedings, pursuant to Section 8A of the Securities
     Act of 1933 ("Securities Act") and Sections 15(b), 19(h) and 21C of the
     Securities Exchange Act of 1934 ("Exchange Act"), against William P.
     Carroll ("Carroll"), of Cutchogue, New York.  

          In the order instituting proceedings ("Order"), the Division of
     Enforcement alleges that Carroll, who, from November 1989 until April 1995,
     was a registered representative associated with Spelman & Co., Inc., a
     broker-dealer registered with the Commission, violated Section 17(a) of the
     Securities Act, and Section 10(b) of the Exchange Act and Rule 10b-5, by
     misappropriating a total of $126,121.49 from four brokerage customers that
     had conveyed money to him for the purpose of buying securities.  The
     Division of Enforcement also alleges that on June 24, 1996, Carroll pleaded
     guilty in New York State Supreme Court to one count of grand larceny in the
     third degree and, in connection therewith, admitted that on or about April
     25, 1994, he stole $35,000 from a former brokerage customer that had
     conveyed money to him for the purpose of buying securities.  Carroll was
     sentenced on September 5, 1996 to two-and-a-third to seven years
     incarceration at a New York State correctional facility and is currently
     serving that sentence.














                              ======END OF PAGE 1======