UNITED STATES OF AMERICA
                                      Before the
                          SECURITIES AND EXCHANGE COMMISSION

          SECURITIES EXCHANGE ACT OF 1934
          Release No.  40234  /July 17, 1998

          INVESTMENT ADVISERS ACT OF 1940
          Release No.  1734  /  July 17, 1998

          ADMINISTRATIVE PROCEEDING
          File No. 3-9652

                                   :    ORDER INSTITUTING PROCEEDINGS,
                                   :    MAKING FINDINGS, IMPOSING
          In the Matter of         :    REMEDIAL SANCTIONS AND ORDERING
          Brack Stanford and       :    RESPONDENTS TO CEASE AND
          Associates, Inc. and     :    DESIST PURSUANT TO SECTIONS
          Brack Stanford,          :    15(b) AND 19(h) OF THE
                                   :    SECURITIES EXCHANGE ACT OF
          Respondents.             :    1934 AND SECTIONS 203(e),
                                   :    203(f) AND 203(k) OF THE
                                   :    INVESTMENT ADVISERS ACT OF 1940
                                   :

                                        I.

               The Securities and Exchange Commission's (Commission) deems
          it appropriate and in the public interest that public proceedings
          be, and hereby are, instituted, pursuant to Sections 15(b) and
          19(h) of the Securities Exchange Act of 1934 (Exchange Act) and
          Sections 203(e), 203(f) and 203(k) of the Investment Advisers Act
          of 1940 (Advisers Act) against Brack Stanford and Associates, Inc.
          (BSA) and Brack Stanford (Stanford).

               In anticipation of the institution of these proceedings, BSA
          and Stanford have submitted an Offer of Settlement (Offer) which
          the Commission has determined to accept.  Solely for the purposes
          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 contained herein,
          except those contained in paragraphs II. a. and b. below, which
          are admitted, BSA and Stanford consent to the issuance of this
          Order Instituting Proceedings, Making Findings, Imposing Remedial
          Sanctions, and Ordering Respondents to Cease and Desist (Order).

                                         II.

               On the basis of this Order and the Offer submitted by BSA and
          Stanford, the Commission makes the following findings[1]:

                                     Respondents

                         a.   BSA,  an Illinois corporation headquartered in
          Northbrook,  Illinois,  was incorporated  in  1987  and  has  been
          registered  with the Commission  as  an  investment  adviser  from
          December 1989  through  the  present.  During the relevant period,
          BSA operated two investment advisory  programs:  "Galaxy of Funds"
          (GOF)  and  "Galaxy  of Funds II" (GOF II).  GOF and  GOF  II  are
          discretionary  account  programs  in  which  clients'  assets  are
          invested exclusively in shares of mutual funds.

                         b.   Stanford, age 65 and a resident of Northbrook,
          Illinois, has been  the  president  of BSA since its formation and
          has operated GOF and GOF II since their  inception.  Stanford owns
          75%  of  the shares of BSA and is also the president  of  Stanford
          Securities,  Inc.,  a broker-dealer registered with the Commission
          and headquartered in Northbrook, Illinois.

                                   Related Entities

                         c.   GOF,  the  first  of  BSA's  two  mutual  fund
          investment  advisory  programs,  was  established  in  late  1988.
          During  the  relevant  period,  GOF consisted of approximately 235
          clients in at least 10 states with  approximately $14.5 million in
          assets under management.  GOF was segmented in accordance with the
          following five investment strategies: Established Growth, Flexible
          Growth, Balanced Growth, Global Growth,  and  High  Grade  Income.
          GOF clients were required to choose one of these strategies.  Each
          strategy  had  separate  and  distinct  investment  objectives and
          invested in varying mutual funds depending on clients' preferences
          and needs.  In 1994, BSA ceased offering GOF to new investors.

                         d.   GOF  II,  the second of BSA's two mutual  fund
          investment advisory programs, was  established  in  1994  and  was
          structured  and operated in a manner identical to GOF.  During the
          relevant period, GOF II consisted of approximately 14 clients with
          close to $1 million  in  assets  under  management.   GOF  II  was
          segmented  in  accordance  with  the  following  three  investment
          strategies: Domestic Growth, Growth and Income, and Global Growth.
          In 1995, BSA ceased offering GOF II to new investors.

                                        Facts

                         e.   Since its registration with the Commission  as
          an  investment  adviser  in  1989,  BSA  has  been  controlled and
          operated  by  its president, Stanford.  Furthermore, Stanford  has
          managed  GOF  and  GOF  II  since  their  creation  and  was  also
          responsible for  marketing  GOF  and  GOF II.  During the relevant
          period,  GOF  clients  were solicited by broker-dealer  solicitors
          with whom BSA had solicitation  agreements.   GOF  II clients were
          solicited  by  both  broker-dealer solicitors and by BSA,  through
          Stanford.  BSA thereafter  entered  into  advisory  contracts with
          each GOF and GOF II client.

                         f.   From in or about 1989 through early 1995, BSA,
          through  Stanford,  disseminated  false and misleading performance
          data in advertisements relating to  GOF and GOF II.  Specifically,
          these BSA advertisements contained GOF and GOF II performance data
          for  periods  prior  to  either  program's  existence.   BSA  also
          advertised 1990 GOF performance figures  that  were between 4 to 7
          percentage  points  higher  than  GOF's  actual  performance.   In
          addition, although BSA used model portfolio returns  in  both  GOF
          and GOF II performance advertisements, BSA failed to disclose that
          the  advertised  returns  were model portfolio returns and did not
          represent the results of actual trading using client assets.  As a
          result, such advertising did  not reflect the impact that economic
          and market factors could have had on BSA's investment decisions if
          BSA had actually been managing  clients'  assets.   Moreover,  BSA
          misrepresented its inception date in GOF II advertisements.

                         g.   Furthermore,   GOF  II  advertising  contained
          improper testimonials from unnamed persons  who  claimed  to  have
          benefited from BSA's services in the GOF II program.  Finally, BSA
          failed to make and keep complete records to support GOF and GOF II
          model account performance which appeared in BSA advertisements.

                                      Violations

                         h.   During  the  relevant  period,  BSA  willfully
          violated,  and  Stanford  caused  and  willfully aided and abetted
          BSA's violations of, Sections 206(1) and  206(2)  of the Adviser's
          Act   by   making   use   of   the   mails  or  of  the  means  or
          instrumentalities of interstate commerce  in connection with BSA's
          business  as  an  investment adviser to, directly  or  indirectly:
          employ  devices,  schemes  or  artifices  to  defraud  clients  or
          prospective clients;  or  engage  in  transactions,  practices  or
          courses  of  business  which  operated  as  a fraud or deceit upon
          clients or prospective clients.  As part of the aforesaid conduct,
          BSA,  through  Stanford,  misrepresented  and  omitted   to  state
          material  facts  to  clients  and  prospective clients concerning,
          among other things: performance data  in  advertisements regarding
          GOF and GOF II for periods prior to their operation;  the  use  of
          model   portfolio   returns   in   GOF   and  GOF  II  performance
          advertisements;  GOF's  1990 performance results  shown  in  BSA's
          marketing materials and newsletters  and  BSA's  inception date in
          GOF II marketing materials.

                         i.   During  the  relevant  period,  BSA  willfully
          violated,  and  Stanford  caused  and willfully aided and  abetted
          BSA's violations of, Section 206(4)  of  the Advisers Act and Rule
          206(4)-1(a)(1) thereunder by making use of  the  mails  or  of the
          means or instrumentalities of interstate commerce to, directly  or
          indirectly, engage in acts, practices or courses of business which
          were   fraudulent,   deceptive   or  manipulative  by  publishing,
          circulating   or  distributing  advertisements   which   referred,
          directly  or  indirectly,   to   testimonials  concerning  BSA  or
          concerning advice, analyses, reports or other services rendered by
          BSA.   As part of the aforesaid conduct,  BSA,  through  Stanford,
          used  testimonials  from  unnamed  persons  who  claimed  to  have
          benefited from BSA's services in the GOF II program.

                         j.   During  the  relevant  period,  BSA  willfully
          violated,  and  Stanford  caused  and  willfully aided and abetted
          BSA's violations of, Section 206(4) of the  Advisers  Act and Rule
          206(4)-1(a)(5)  thereunder, by making use of the mails or  of  the
          means or instrumentalities  of interstate commerce to, directly or
          indirectly, engage in acts, practices or courses of business which
          were  fraudulent,  deceptive  or   manipulative   by   publishing,
          circulating or distributing advertisements which contained  untrue
          statements  of  material  fact,  or  which were otherwise false or
          misleading.  As part of the aforesaid  conduct,  Stanford  and BSA
          engaged in the acts and practices described above in Sections
          II(e), (f) and (h).

                         k.   During  the  relevant  period,  BSA  willfully
          violated,  and  Stanford  caused  and  willfully aided and abetted
          BSA's violations of, Section 204 of the Advisers Act and Rule 204-
          2(a)(16) thereunder by making use of the  mails or of the means or
          instrumentalities of interstate commerce in  connection with BSA's
          business as an investment adviser while failing  to  make  or keep
          true,  accurate  or  current  books  or  records relating to BSA's
          investment  adviser  business.   Specifically,   accounts,  books,
          internal  working papers or other records or documents  that  were
          necessary to form the basis for and demonstrate the calculation of
          the performance  or rates of return of any or all managed accounts
          or    securities   recommendations    in    notices,    circulars,
          advertisements, newspaper articles, investment letters, bulletins,
          or other  communications that BSA circulated or distributed to ten
          or more persons  as  required  by Rule 204-2(a)(16), including GOF
          and  GOF II model portfolio performance  that  appeared  in  BSA's
          advertisements, were not maintained.

                                         III.

               In view of the foregoing, the Commission deems it appropriate
          and in  the  public  interest to impose the sanctions that are set
          forth in the Offer submitted by BSA and Stanford.

               Accordingly, IT IS ORDERED that:

                         a.   BSA and Stanford are censured;

                         b.   Pursuant  to  Section  203(k)  of the Advisers
          Act, BSA cease and desist from committing or causing any violation
          and  any  future  violation  of  Sections 204, 206(1), 206(2)  and
          206(4) of the Advisers Act and Rules  204-2(a)(16), 206(4)-1(a)(1)
          and 206(4)-1(a)(5) thereunder;

                         c.   Pursuant to Section  203(k)  of  the  Advisers
          Act,  Stanford  cease  and  desist  from committing or causing any
          violation and any future violation of Sections 204, 206(1), 206(2)
          and  206(4)  of the Advisers Act and Rules  204-2(a)(16),  206(4)-
          1(a)(1) and 206(4)-1(a)(5) thereunder;

                         d.   Pursuant  to  Section  203(i)  of the Advisers
          Act,  BSA  pay  a  civil  penalty of $25,000 to the United  States
          Treasury within 30 days of this Order.  Such payment shall be: (a)
          made by United States postal  money  order,  certified check, bank
          cashier's  check  or  bank money order; (b) made  payable  to  the
          Securities and Exchange Commission; (c) mailed to the Comptroller,
          Securities and Exchange  Commission, 6432 General Green Way, Suite
          B, Mail Stop 0-3, Alexandria,  Virginia  22312;  and (d) submitted
          under cover letter which identifies BSA as one of  the respondents
          in these proceedings, as well as the Commission's case  number.  A
          copy of said cover letter and money order or check shall  be  sent
          to  Mary  E.  Keefe,  Regional  Director, Midwest Regional Office,
          Securities  Exchange  Commission,  500  W.  Madison,  Suite  1400,
          Chicago, Illinois 60661.

                         e.   Pursuant to Section  21B  of  the Exchange Act
          and  Section  203(i)  of  the Advisers Act, Stanford pay  a  civil
          penalty of $15,000 to the United States Treasury within 30 days of
          this Order.  Such payment shall  be:  (a)  made  by  United States
          postal money order, certified check, bank cashier's check  or bank
          money  order;  (b)  made  payable  to  the Securities and Exchange
          Commission; (c) mailed to the Comptroller, Securities and Exchange
          Commission,  6432  General  Green Way, Suite  B,  Mail  Stop  0-3,
          Alexandria, Virginia 22312; and  (d)  submitted under cover letter
          which identifies Brack Stanford as one of the respondents in these
          proceedings, as well as the Commission's  case  number.  A copy of
          said cover letter and money order or check shall  be  sent to Mary
          E.  Keefe,  Regional Director, Midwest Regional Office, Securities
          Exchange Commission, 500 W. Madison, Suite 1400, Chicago, Illinois
          60661.

                         f.   BSA  and  Stanford  comply  with the following
          undertakings:

                    (1)  Within 30 days of the date of the Order, BSA shall
                    retain, at its own expense, an independent consultant,
                    not unacceptable to the Commission's staff, to:

                         (a)  conduct a comprehensive review of BSA's
                         policies, practices, and procedures to determine
                         the adequacy of such policies, practices, and
                         procedures to reasonably detect and prevent
                         violations of the federal securities laws;

                         (b)  provide training to relevant BSA employees
                         designed reasonably to effect the understanding of,
                         and compliance with, the implemented policies and
                         procedures;

                         (c)  within 90 days of the entry of the Order,
                         prepare a written recommendation of policies,
                         practices, and procedures, or amendments thereto,
                         designed reasonably to prevent and detect, insofar
                         as practicable and deemed necessary, future
                         violations of the federal securities laws, with a
                         copy of such recommendation to be served
                         simultaneously on the Commission's Midwest Regional
                         Office (MRO) and BSA;

                              (i)  BSA shall adopt, implement, and maintain
                              all policies, practices and procedures
                              recommended by the consultant within 30 days
                              of the receipt of the recommendation;
                              provided, however, that as to any
                              recommendation of the consultant which BSA
                              determines is, in whole or in part, unduly
                              burdensome, BSA may suggest an alternative
                              procedure designed to achieve the same
                              objective or purpose as that of the
                              recommendation of the consultant.  BSA shall
                              set forth in an affidavit to be submitted to
                              the consultant and the MRO such alternative
                              procedure, and a description of how such
                              alternative procedure achieves the same
                              objective or purpose as the consultant's
                              original recommendation.  The consultant shall
                              evaluate the alternative procedure proposed by
                              BSA.  However, BSA will abide by the
                              consultant's final determination with regard
                              thereto and adopt those recommendations which
                              the consultant ultimately determines are
                              appropriate.

                         (d)  Within 120 days of the issuance of the Order,
                         BSA shall file an affidavit with the MRO setting
                         forth the details of BSA's compliance with these
                         undertakings and implementation of the consultant's
                         recommendations pursuant to paragraphs (a) through
                         (c)(i) above.

                    (2)  One year after the entry of the Order, the
                    independent consultant shall conduct a review of BSA's
                    policies, practices and procedures to assure continued
                    compliance with the Order and the undertakings agreed to
                    herein.  As a result of such review, the consultant may
                    recommend additional policies, practices and procedures
                    or revisions to existing policies, practices and
                    procedures, to achieve continued compliance with the
                    objectives outlined in paragraphs (1) (a), (b) and (c)
                    above.  A report of the consultant's findings of the one
                    year review shall then be forwarded to the MRO.  With
                    respect to any additional recommendations, BSA may
                    suggest an alternative procedure designed to achieve the
                    same objective or purpose as that of the recommendation
                    of the consultant.  BSA shall set forth in an affidavit
                    to be submitted to the consultant and the MRO such
                    alternative procedure, and a description of how such
                    alternative procedure achieves the same objective or
                    purpose as the consultant's original recommendation.
                    The consultant shall evaluate the alternative procedure
                    proposed by BSA.  However, BSA will abide by the
                    consultant's final determination with regard thereto and
                    adopt those recommendations which the consultant
                    ultimately determines are appropriate;

                    (3)  For a period of two years from the entry of the
                    Order, the independent consultant shall review all
                    advertisements and all supporting books and records made
                    and maintained or required to be made and maintained
                    under the Advisers Act.  The independent consultant
                    shall monitor BSA's compliance with the advertising and
                    books and records provisions of the Advisers Act and
                    make recommendations designed to correct any non-
                    compliance.  BSA may suggest an alternative procedure
                    designed to achieve the same objective or purpose as
                    that of the recommendation of the consultant.  BSA shall
                    set forth in an affidavit to be submitted to the
                    consultant and the MRO such alternative procedure, and a
                    description of how such alternative procedure achieves
                    the same objective or purpose as the consultant's
                    original recommendation.  The consultant shall evaluate
                    the alternative procedure proposed by BSA.  However, BSA
                    will abide by the consultant's final determination with
                    regard thereto and adopt those recommendations which the
                    consultant ultimately determines are appropriate.

                    (4)  BSA may apply to the Commission's staff for an
                    extension of the deadlines described above before their
                    expiration, and upon a showing of good cause by BSA, the
                    Commission's staff may, in its sole discretion, grant
                    such extensions for whatever time period it deems
                    appropriate.

                    (5)  To ensure the independence of the independent
                    consultant, BSA:

                         (a)  shall not have the authority to terminate the
                         independent consultant without the prior written
                         approval of the Commission's staff;

                         (b)  shall compensate the independent consultant
                         and persons engaged to assist the independent
                         consultant for services rendered pursuant to the
                         Order at their reasonable and customary rates.

                    (6)  For the period of the engagement and for a period
                    of two years from the completion of the engagement, the
                    independent consultant shall not enter into any
                    employment, consultant, attorney-client, auditing or
                    other professional relationship with BSA or Stanford, or
                    any of their present or former affiliates, directors,
                    officers, employees or agents acting in their capacity
                    as such.  Any firm with which the independent consultant
                    is affiliated or of which he is a member, and any person
                    engaged to assist the independent consultant in
                    performance of his duties under this Order shall not,
                    without prior written consent of the Commission staff,
                    enter into any employment, consultant, attorney-client,
                    auditing or other professional relationship with BSA or
                    Stanford, or any of their present or former affiliates
                    directors, officers, employees, or agents in their
                    capacity as such for the period of the engagement and
                    for a period of two years after the engagement.

                    (7)  BSA shall mail a copy of this Order, together with
                    a cover letter, in a form acceptable to the staff of the
                    Commission, to each of its existing GOF and GOF II
                    clients by certified mail, return receipt requested,
                    within thirty (30) days from the date of this Order.
                    From the effective date of this Order until the
                    expiration of twelve (12) months, BSA shall provide a
                    copy of this Order to all prospective GOF and GOF II
                    advisory clients not less than forty-eight (48) hours
                    prior to entering into any written or oral investment
                    advisory contract (or no later than the time entering
                    into such contract, if the client has the right to
                    terminate the contract without penalty within five (5)
                    business days after entering into the contract).  Also,
                    within thirty (30) days from the date of this Order, BSA
                    shall execute and deliver to the staff of the
                    Commission's Midwest Regional Office an affidavit that
                    it has provided this Order to existing GOF and GOF II
                    clients in accordance with this Order's terms.  Finally,
                    within thirteen (13) months from the date of this Order,
                    BSA shall execute and deliver to the staff of the
                    Commission's Midwest Regional Office an affidavit that 
                    it has provided this Order to its prospective GOF and 
                    GOF II clients in accordance with this Order's terms.

                    By the Commission.

                    
                    Jonathan G. Katz
                    Secretary
       

         

          **FOOTNOTES**

          [1]: The findings herein are made pursuant to BSA's and Stanford's
          offer of settlement and are not binding on any other person or
          entity in this or any other proceeding.