UNITED STATES OF AMERICA
    SECURITIES AND EXCHANGE COMMISSION


    Securities Act of 1933
    Release No.   7520 / March 27, 1998

    Securities Exchange Act of 1934
    Release No. 39814 / March 27, 1998

    Investment Advisers Act of 1940
    Release No.    1711  /  March 27, 1998

    Administrative Proceeding File No. 3-9571

    In The Matter Of Feeley and Willcox Asset Management Corp. and Michael
    J. Feeley

    On  March 27 , 1998 the Commission instituted public administrative
    proceedings pursuant to Section 8A of the Securities Act of 1933
    ("Securities Act"), Sections 15(b) and 21C 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 Feeley &
    Willcox Asset Management Corp. ("FWAM"), a registered investment
    adviser, and Michael J. Feeley ("Feeley"), President of FWAM, of Summit,
    New Jersey.

    The Order Instituting Proceedings ("Order") alleges that from September
    1992 through March 1993, FWAM and Feeley induced certain FWAM clients to
    purchase debt securities issued by FWAM's parent company, Feeley &
    Willcox, Inc. ("F&W Inc."), without disclosing F&W Inc.'s serious
    financial difficulties.  F&W Inc. later defaulted on these debt
    securities.  The Order also alleges that, when recommending that FWAM's
    clients set up securities brokerage accounts with Ernst & Co. in April
    1995, FWAM and Feeley failed to disclose: (a) Feeley had personally
    guaranteed the repayment of a $150,000 subordinated loan made by Ernst
    to F&W Securities Corp. ("F&W Securities"), a registered broker-dealer
    that was also owned by F&W Inc. and had ceased operations at the end of
    March 1995; and (b) to pay back that debt, Feeley had agreed to give
    Ernst one-half of all commissions that he earned as a registered
    representative at Ernst on trades executed for FWAM clients.  Finally,
    the Order alleges that, aided and abetted by Feeley, FWAM repeatedly
    violated the reporting, recordkeeping, and examination provisions of the
    Advisers Act by: (a) failing to file required amendments to its Form
    ADV; (b) failing to file Forms ADV-S; (c) failing to maintain certain
    required financial books and records; and (d) failing to provide the
    staff access to its books and records.  Accordingly, the Order alleges
    that FWAM and Feeley violated Section 17(a) of the Securities Act,
    Section 10(b) and Rule 10b-5 of the Exchange Act, and Sections 204,
    206(1), and 206(2) of the Advisers Act and Rules 204-1 and 204-2
    thereunder.

    A hearing will be scheduled to determine what, if any, remedial action
    is appropriate in the public interest against FWAM and Feeley.