UNITED STATES OF AMERICA
                            Before the
                SECURITIES AND EXCHANGE COMMISSION


Securities Exchange Act of 1934
Release No. 38497 / April 10, 1997

Administrative Proceedings
File No. 3-9294

______________________________
                              :
In The Matter Of              :    ORDER INSTITUTING PUBLIC
                              :    ADMINISTRATIVE PROCEEDING
DENNIS T. PALMERI, SR.,       :    PURSUANT TO SECTIONS 15(b) 
                              :    AND 19(h) OF THE SECURITIES 
               Respondent.    :    EXCHANGE ACT OF 1934, MAKING
                              :    FINDINGS, AND IMPOSING
                              :    REMEDIAL SANCTION           
                              :
______________________________:

                                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, and
hereby is, instituted against respondent Dennis T. Palmeri, Sr.
("Palmeri").

                               II.

     In anticipation of the institution of this proceeding, 
Palmeri has submitted an Offer of Settlement ("Offer"), which the
Commission has determined is in the public interest 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 set forth below, except admitting the entry of the
criminal convictions set forth in Paragraph III.B. below, Palmeri
consents to the entry of the findings and the imposition of the
remedial sanction set forth herein.

                               III.

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

     A.   Palmeri, 49, of Lincroft, New Jersey, was associated
with and employed by a broker-dealer registered with the
Commission from 1979 to 1989, and was an executive vice president
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of that firm's securities lending division from at least 1984 to
1989.

     B.   Pursuant to an August 24, 1989 plea agreement, Palmeri
was convicted on February 16, 1994, of:  (1) aiding and abetting
his employer's violation in 1986 of Section 7 of the Exchange Act
and Section 16 of Regulation T promulgated by the Board of
Governors of the Federal Reserve System, 12 C.F.R.  220.16 by,
among other things, locating a source for the securities that his
employer borrowed in order unlawfully to elect dividend
reinvestment options; and (2) willfully making and subscribing,
under penalty of perjury, a false tax return for the calendar
year 1982, in violation of 26 U.S.C.  7206(1), by falsely
reporting his income by at least $100,000.  United States v.
Dennis T. Palmeri, Sr., 93 Cr. 836 (LAP) (S.D.N.Y.).  The
judgment of conviction was entered on April 29, 1994.

     C.   On February 16, 1994, the court sentenced Palmeri to
two years probation, and ordered him to perform 400 hours of
community service and pay a $100,000 fine.  Palmeri has completed
his probation, fulfilled his community service obligations and
paid his criminal fine.

                               IV.

     In view of the foregoing, the Commission deems it
appropriate and in the public interest to accept Palmeri's Offer
and to impose the sanction specified in the Offer.

     Accordingly, IT IS HEREBY ORDERED that, pursuant to Sections
15(b) and 19(h) of the Exchange Act, Palmeri be, and hereby is,
barred from association with any broker, dealer, municipal
securities dealer, investment adviser or investment company, with
the right to reapply for association after two years to the
appropriate self-regulatory organization, or if there is none, to
the Commission.

     By the Commission.
 


                                   Jonathan G. Katz
                                   Secretary