UNITED STATES SECURITIES AND EXCHANGE COMMISSION

        CHARTER OF THE SECURITIES AND EXCHANGE COMMISSION
    ADVISORY COMMITTEE ON THE CAPITAL FORMATION AND REGULATORY
                             PROCESSES

                             Preamble


     In accordance with the terms and provisions of the Federal
Advisory Committee Act, as amended, 5 U.S.C. App., Chairman
Arthur Levitt, with the concurrence of the other members of the
Securities and Exchange Commission ("Commission"), hereby renews
an Advisory Committee to advise the Commission regarding the
informational needs of investors and the regulatory costs imposed
on the U.S. securities markets.
  
                             Charter

     Pursuant to Section 9(c) of the Federal Advisory Committee
Act, and by direction of the Chairman of the Commission, with the
concurrence of the other members of the Commission:

     (A)  The Advisory Committee's official designation is the
"Securities and Exchange Commission Advisory Committee on the
Capital Formation and Regulatory Processes."

     (B)  The Advisory Committee's objective is to assist the
Commission in evaluating the efficiency and effectiveness of the
regulatory process and the disclosure requirements relating to
public offerings of securities, secondary market trading and
corporate reporting, and in identifying and developing means to
minimize costs imposed by current regulatory programs, from the
perspective of investors, issuers, the various market
participants, and other interested persons and regulatory
authorities.

     (C)  The Advisory Committee shall operate on a continuing
basis until the Chairman of the Commission, with the concurrence
of the other members of the Commission, determines that its
continuance is no longer in the public interest, subject to
paragraph (I) of this charter, set forth below, and Section
14(a)(2) of the Federal Advisory Committee Act.

     (D)  The Chairman of the Commission, or his designee, shall
receive the advice of the Advisory Committee on behalf of the
Commission.

     (E)  The Commission shall provide any necessary support
services.
==========================================START OF PAGE 2======

     (F)  The duties of the Advisory Committee shall be solely
advisory and shall extend only to the submission of advice or
recommendations to the Commission.  Determinations of action to
be taken and policy to be expressed with respect to matters upon
which the Advisory Committee provides advice or recommendations
shall be made solely by the Commission.

     (G)  The estimated annual operating costs in dollars and
staff-years of the Advisory Committee are as follows:

          (1)  Dollar Cost: $20,000 per year, for the travel, per
               diem, and miscellaneous expenses of Advisory
               Committee members and Commission personnel.  

          (2)  Staff-Years:  1 staff-year, per year, of
               Commission personnel time on a continuing basis.

     (H)  The Advisory Committee shall meet at such intervals as
are necessary to carry out its functions.  It is estimated the
meetings of the full Advisory Committee generally will occur no
more frequently than 5 times; meetings of subgroups of the full
Advisory Committee will likely occur more frequently.

     (I)  The Advisory Committee shall terminate on September 30,
1996, unless, prior to such time, its charter is renewed in
accordance with the Federal Advisory Committee Act, or unless the
Chairman, with the concurrence of the other members of the
Commission, shall direct that the Advisory Committee terminate on
an earlier date.

     (J)  This charter has been filed with the Chairman of the
Commission, the Senate Committee on Banking, Housing, and Urban
Affairs, the House Committee on Commerce, and furnished to the
Library of Congress on February 21, 1996.






__/s/________________________________
                              Arthur Levitt
                              Chairman