UNITED STATES OF AMERICA
                                     before the 
                          SECURITIES AND EXCHANGE COMMISSION


     SECURITIES EXCHANGE ACT OF 1934
     Rel. No. 39994 / May 14, 1998

     ACCOUNTING AND AUDITING ENFORCEMENT
     Rel. No.  1036 / May 14, 1998

     Admin. Proc. File No. 3-8330 
     _____________________________________________
                                                  :
                                                  :
                 In the Matter of                 :  ORDER
                                                  :  DISMISSING
               GEORGE CRAIG STAYNER               :  PROCEEDING
     _____________________________________________:

           On May 8, 1995, an administrative law judge issued an initial

     decision against George Craig Stayner pursuant to former Rule 2(e) of our

     former Rules of Practice. <(1)>  The law judge found that Stayner

     engaged in improper professional conduct in connection with audits that he

     performed in 1986, and denied Stayner the privilege of appearing or

     practicing before this Commission with a right to reapply after three

     years.  

          On June 20, 1995, this Commission granted Stayner's petition for

     review.  Among other things, Stayner asserts that proceedings were not

     instituted until eight years after the alleged misconduct occurred. 


                              

          <(1)>/    Former Rule 2(e)(1) provides that the Commission may
               deny, temporarily or permanently, the privilege of appearing
               or practicing before it in any way to any person who is
               found by the Commission after notice of and opportunity for
               hearing in the matter (i) not to possess the requisite
               qualifications to represent others, or (ii) to be lacking in
               character or integrity or to have engaged in unethical or
               improper professional conduct, or (iii) to have willfully
               violated, or willfully aided and abetted the violation of,
               any provision of the Federal securities laws (15 U.S.C. 
                77a to 80b-20), or the rules and regulations thereunder.

                              ======END OF PAGE 1======





     Stayner further asserts that, based on the holding in Johnson v. SEC,

     <(1)> these proceedings are barred by the statute of limitations

     contained in 28 U.S.C. Section 2462, which requires an agency to commence

     "an action, suit, or proceeding for the enforcement of any civil fine,

     penalty, or forfeiture, pecuniary or otherwise," within five years.  The

     Office of the Chief Accountant opposes dismissal, asserting that, for a

     variety of reasons, Section 2462 should not apply to these proceedings.

          We have considered all these arguments, as well as the record as a

     whole.  We conclude that, given the age of the events that were the

     original basis for our institution of these proceedings and under all the

     circumstances here, it is appropriate to dismiss the proceedings against

     Stayner without determining the issues herein, including the question

     whether Section 2462 applies to sanctions imposed in professional

     disciplinary administrative proceedings under Rule 2(e).    Accordingly, IT

     IS ORDERED that these proceedings be, and they hereby are, dismissed.

          By the Commission.





                                        Jonathan G. Katz

                                           Secretary






                              

          <(1)>/    87 F.3d 484 (D.C. Cir. 1996) (holding that a censure
               and a supervisory suspension in a broker-dealer
               administrative proceeding constituted a "penalty" under
               Section 2462).


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