UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

   SECURITIES EXCHANGE ACT OF 1934
   Release No. 42181 / November 29, 1999

   ADMINISTRATIVE PROCEEDING
   File No. 3-9654
   ____________________________________
   In the Matter of                     ORDER MAKING
                                        FINDINGS AND
   LAWRENCE CAITO                       IMPOSING SANCTIONS
   Respondent
   ____________________________________

                                     I.

                       ORDER INSTITUTING PROCEEDINGS

   On July 23, 1998, the Securities and Exchange Commission deemed it
   appropriate and in the public interest to institute public
   administrative proceedings against the Respondent, Lawrence Caito
   ("Caito"), pursuant to Section 15(b) and 19(h) of the Securities
   Exchange Act of 1934 ("Exchange Act").

                                    II.

                                 FINDINGS

   Caito has submitted an Offer of Settlement ("Offer") to the
   Commission, which the Commission has determined to accept. Solely for
   the purpose of this proceedings 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 jurisdiction and the entry of the injunction issued by the
   United States

   District Court, Southern District of New York, to which he admits,
   Caito has consented to the issuance of this Order Making Findings and
   Imposing Sanctions ("Order").

   On the basis of the Order Instituting Proceedings and Caito's Offer of
   Settlement, the Commission finds that

   A. From 1973 through May 1995, Caito was the sole shareholder,
   president, head trader, and person associated with Capital Shares, a
   broker-dealer registered with the Commission pursuant to Section 15(b)