UNITED STATES OF AMERICA
                                      Before the
                          SECURITIES AND EXCHANGE COMMISSION


          Administrative Proceeding
          File No. 3-9795

          Securities and Exchange Act of 1934
          Release No. 40831 / December 23, 1998


                                        :
                                        :    ORDER INSTITUTING PUBLIC
             In the Matter of           :    PROCEEDINGS PURSUANT TO
                                        :    SECTIONS 15(b) AND 19(h) OF
             WAYNE T. DRINKWINE         :    THE SECURITIES EXCHANGE ACT
                                        :    OF 1934, MAKING FINDINGS AND
                         Respondent     :    IMPOSING REMEDIAL SANCTIONS
                                        :



                                          I.

               The Securities and Exchange Commission ("Commission") deems
          it appropriate and in the public interest that public
          administrative proceedings be, and hereby are, instituted
          pursuant to Sections 15(b) and 19(h) of the Securities Exchange
          Act of 1934 ("Exchange Act") against Wayne T. Drinkwine
          ("Drinkwine" or "Respondent").

                                         II.

               In anticipation of the institution of these proceedings,
          Respondent has submitted an Offer of Settlement ("Offer") for the
          purpose of resolving these proceedings, which the Commission has
          determined to accept.  Solely for the purpose of these
          proceedings and any other proceedings brought by or on behalf of
          the Commission or in which the Commission is a party, Respondent
          admits the jurisdiction of the Commission and, without admitting
          or denying the findings contained herein, except admitting the
          findings set forth in Sections III.E. and III.F. below,
          Respondent consents to the findings and the imposition of the
          remedial sanctions set forth below.


                                         III.

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

               A.   Drinkwine was born in 1951 and is incarcerated at
                    Federal Correctional Institution Fort Dix, New Jersey.

               B.   From in or about 1989 through at least 1990, Drinkwine
                    was a registered representative of Vantage Financial
                    Services, Inc., a broker-dealer registered with the
                    Commission, with offices in New York.  From in or about
                    1990 through at least 1995, Drinkwine was a registered
                    representative of Prime Capital Services, Inc., a
                    broker-dealer registered with the Commission, with
                    offices in New York.

               C.   During a period beginning in or about 1990 through in
                    or about 1995, Drinkwine wilfully violated Section
                    17(a) of the Securities Act of 1933 ("Securities Act"),
                    and Section 10(b) of the Exchange Act and Rule 10b-5
                    thereunder.

               D.   As part of and in furtherance of the above conduct,
                    Drinkwine fraudulently induced five investors, who were
                    his clients, to entrust him with nearly $500,000 to
                    purchase "unit trust" securities.  Drinkwine falsely
                    represented to these investors that: (1) the "unit
                    trust" would provide a guaranteed 10% annual return;
                    (2) all principal invested in the "unit trust" was
                    guaranteed against loss; and (3) the "unit trust"
                    consisted of, or would invest in, real estate.
                    Drinkwine did not invest, or cause to be invested, any
                    of these investor funds in "unit trusts," and, instead,
                    misappropriated these funds for his personal use and
                    benefit.  In addition, Drinkwine mailed, or caused to
                    be mailed, false confirmation letters and account
                    statements to these investors which purported to
                    reflect their investments in the "unit trust."  In
                    January 1996, the Commission filed a civil complaint
                    against Drinkwine alleging that he had defrauded these
                    five clients by making the above material
                    misrepresentations, misappropriating nearly $500,000
                    from them, and using these funds for his personal
                    benefit.  SEC v. Drinkwine, CV 96-0182 (E.D.N.Y.)
                    (DRH).

               E.   In November 1996, Drinkwine pleaded guilty in the
                    United States District Court for the Southern District
                    of New York to seventeen counts of mail fraud.  U.S. v.
                    Drinkwine, 96 Cr. 691 (S.D.N.Y.) (DC).  Drinkwine also
                    pleaded guilty to two counts of perjury (18 U.S.C. §
                    1621) based on false testimony he provided in his
                    deposition in SEC v. Drinkwine.

               F.   On November 5, 1998, in SEC v. Drinkwine, the United
                    States District Court for the Eastern District of New
                    York permanently enjoined Drinkwine from violating
                    Section 17(a) of the Securities Act and Section 10(b)
                    of the Exchange Act and Rule 10b-5.

                                         IV.

               Based upon the foregoing, the Commission deems it
          appropriate to impose the sanctions specified by Respondent in
          his Offer.

               Accordingly, IT IS HEREBY ORDERED that, effective
          immediately, Respondent be, and hereby is, barred from
          association with any broker, dealer, investment company,
          investment adviser, or municipal securities dealer.

                                                 By the Commission.



                                                  Jonathan G. Katz
                                                  Secretary