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                     UNITED STATES OF AMERICA
                            Before the
                SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934
Release No. 38524 / April 18, 1997

ADMINISTRATIVE PROCEEDING
File No. 3-9299

__________________________
                          :                        
In the Matter of          :   ORDER PURSUANT TO SECTIONS
                          :   15(b) AND 19(h) OF THE 
JAMES L. D'ANGELO         :   SECURITIES EXCHANGE ACT OF 
                          :   1934, INSTITUTING PROCEEDINGS,
Respondent.               :   MAKING FINDINGS AND IMPOSING
                          :   REMEDIAL SANCTIONS
__________________________:

                                I.

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

                               II.

     In anticipation of the institution of these proceedings,
D'Angelo has submitted an Offer of Settlement ("Offer") that 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 to which the Commission is a party, and
without admitting or denying the findings contained herein,
except as to the jurisdiction of the Commission over him and over
the subject matter of this proceeding and the entry of the
injunction set forth in paragraph III.B.5. below, which are
admitted, D'Angelo consents to the issuance of this Order
Pursuant to Sections 15(b) and 19(h) of the Securities Exchange
Act of 1934, Instituting Proceedings, Making Findings and
Imposing Remedial Sanctions (the "Order") and to the imposition
of the remedial sanctions set forth below.





                              III. 

                             FINDINGS
 
     On the basis of this Order and the Offer, the Commission
finds that:

     A.   Respondent

          D'Angelo, a resident of Wolfeboro, New Hampshire, was
at all times relevant hereto a registered representative
associated with PaineWebber Incorporated, a registered broker-
dealer with a principal place of business in New York, New York
("PaineWebber").  D'Angelo was employed by PaineWebber as a
registered representative from May 1986 until his employment was
terminated on December 15, 1995.

     B.   Injunction for Securities Laws Violations

          1.   On March 25, 1997 the Commission filed a Complaint
against D'Angelo and one other person in the United States
District Court for the District of Massachusetts.-[1]-  

          2.   The Complaint alleged that on or before December
12, 1995, D'Angelo received misappropriated material nonpublic
information concerning the merger between the Bank of Boston
Corporation and Baybanks, Inc. ("Baybanks").

          3.   The Complaint further alleged that on December 12,
1995, while knowing that such information was material and
nonpublic, D'Angelo purchased 10,200 shares of Baybanks common
stock.

          4.   The Complaint also alleged that on December 13,
1995, D'Angelo sold all of the Baybanks stock for a gross profit
of $86,750.

          5.   On March 18, 1997, without admitting or denying
the Commission's allegations, D'Angelo consented to the entry of
a final judgment of permanent injunction.  On March 28, 1997, the
Court (i) permanently enjoined D'Angelo from future violations of
Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and
(ii) ordered D'Angelo to pay disgorgement of $86,750, plus
prejudgment interest of $8,552, plus a civil penalty of $86,750.






---------FOOTNOTES----------
     -[1]-     See Litigation Release No. 15306 (March 25, 1997).

                   
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                               IV.

     Based on the foregoing, the Commission deems it appropriate
and in the public interest to impose the sanctions specified in
D'Angelo's Offer of Settlement.

     Accordingly, IT IS HEREBY ORDERED that D'Angelo 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



































                   
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