- 3 -
                    UNITED STATES OF AMERICA
                          Before the
               SECURITIES AND EXCHANGE COMMISSION



SECURITIES EXCHANGE ACT OF 1934
Release No. 36608 / December 20, 1995

INVESTMENT ADVISERS ACT OF 1940
Release No.  1543 / December 20, 1995

ADMINISTRATIVE PROCEEDING
File No. 3-8900


----------------------                                            
                      :  ORDER INSTITUTING PUBLIC ADMINISTRATIVE
In the Matter of      :  PROCEEDING PURSUANT TO SECTIONS 15(b) AND                  
                      :  19(h) OF THE SECURITIES EXCHANGE                    
JAMES A. PEARCE       :  ACT OF 1934 AND SECTION 203(f) OF THE                    
                      :  INVESTMENT ADVISERS ACT OF 1940, MAKING                    
                      :  FINDINGS AND IMPOSING SANCTIONS                       
                      :                     
----------------------                  
                                           
                                          
                                          
                                          
                                          
                                          
                                          
                               I.

        The Securities and Exchange Commission ("Commission")
deems it appropriate and in the public interest to institute
proceedings against James A. Pearce ("Pearce" or "Respondent")
pursuant to Sections 15(b) and 19(h) of the Securities Exchange
Act of 1934 ("Exchange Act") and Section 203(f) of the Investment
Advisers Act of 1940 ("Advisers Act").  Accordingly, IT IS HEREBY
ORDERED that said proceeding be, and hereby is, instituted.

                              II.

        In anticipation of the institution of this proceeding,
Respondent has submitted an Offer of Settlement ("Offer") to the
Commission which the Commission has determined to accept.  Solely
for the purpose of this proceeding and any other proceedings
brought by or on behalf of the Commission, or in which the
Commission is a party, without admitting or denying the findings
contained herein, except that Respondent admits the jurisdiction
of the Commission over him and over the subject matter of this
proceeding and the entry of a Judgment of Permanent Injunction
and Other Relief against him, the Respondent consents to the
entry of the findings and remedial sanctions set forth below.
                              III.

        On the basis of this Order and Respondent's Offer, the
Commission finds /1 that:

        A.     Pearce, from January 1989 through December 1991,
was an employee of two former California-based registered
investment advisory firms, Denman & Company (File No. 801-27314)
and its successor, Institutional Treasury Management (File No.
801-38214) (collectively as "ITM"), both of which were owned by
Steven D. Wymer ("Wymer").  While in control of ITM, Wymer
defrauded his advisory clients out of approximately $209 million,
including prejudgment interest.  Pearce's principal duties at ITM
involved creating and distributing marketing materials, providing
general market advice to Wymer, responding to clients' and
salesmen's questions, and, occasionally, being a salesman for ITM
by soliciting prospective advisory clients.

        B.     Pearce was also associated with the following
registered broker-dealers:

               1.   From October 1989 to November 1990, Index
Portfolio Management, Inc., and

               2.   From June 1988 to December 1989 and from
October 1992 to February 1993, Foresight Capital Management, Inc.

        C.     A Final Judgment of Permanent Injunction and Other
Relief was entered in the United States District Court for the
Central District of California against Pearce on December 12,
1995.  The Judgment permanently enjoins Respondent Pearce from
violations of Section 17(a) of the Securities Act of 1933 and
Section 10(b) of the Exchange Act and Rule 10b-5 thereunder and
Sections 206(1), 206(2), 206(4) and 207 of the Advisers Act and
Rule 206(4)-1(a)(5) thereunder.  SEC v. James A. Pearce and Steen
Ronlov, Civil Action No. CV 95-6533 RJK (C.D. Cal.).

        D.     The Commission's Complaint filed in the action
described above alleges, among other things, that Pearce from
January 1989 through December 1991:  (1) created and distributed
false ITM marketing materials; (2) assisted in concealing certain
fraudulent transactions committed by Wymer; (3) founded
Institutional Treasury Management as an undisclosed successor to
Denman and Company; (4) filed false and misleading documents with
the Commission; and (5) received undisclosed commissions from
broker-dealers for transactions executed on behalf of ITM's
advisory clients.

                              IV.

        Based upon the foregoing, the Commission deems it
appropriate and in the public interest to impose the sanctions
specified in the Respondent's Offer of Settlement.

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

        By the Commission.





                                   Jonathan G. Katz
                                   Secretary
_______________________________
     1/ The findings herein are made pursuant to Respondent's
        Offer of Settlement and are not binding on any other
        person or entity named as a respondent in this or any
        other proceeding.