UNITED STATES OF AMERICA

                           Before the 
                SECURITIES AND EXCHANGE COMMISSION

INVESTMENT ADVISERS ACT OF 1940
Release No. 1557 / March 1, 1996

ADMINISTRATIVE PROCEEDING
File No. 3-8924

                                
                              :
In the Matter of              :
                              :
INVESTORS INCOME SYSTEMS      :    ORDER MAKING FINDINGS AND
OF FLORIDA, INC.              :    IMPOSING SANCTIONS BY DEFAULT
                              :
                              :
                                
  
     Investors Income Systems of Florida, Inc. (IISF) is in
Chapter 7 bankruptcy. The  trustee in bankruptcy does not contest
the allegations set out in the Order Instituting Proceedings
(Order) issued on January 16, 1996 -[1]-. The trustee has
not, and will not, answer the Order or respond to the Motion to
Default filed by the Division of Enforcement (Division).  Rules
of Practice 155 and 220 -[2]-. 
 
          Accordingly, I find that the following allegations set
out in the Order are true:

     The Commission's public official files disclose that IISF
was a Florida corporation with offices located in Orlando,
Florida.  IISF was registered with the Commission as an
investment adviser between December 28, 1981 and November 30,
1987.

     Commencing in at least December 1987 -[3]- and
continuing through June 1995, IISF was an associated person of an
unregistered investment adviser.


---------FOOTNOTES----------
     -[1]- Representations  made at the prehearing  conference on
February 28, 1996. 

     -[2]-60  Fed. Reg. 32801, 32806 (1995) (to be codified at 17
C.F.R.  201.155 and 201.220).

     -[3]- The Order says November but if the IISF was a register
investment adviser until  November 30, 1987, its activities as an
associated person  with an unregistered adviser  would have begun
in December. 
==========================================START OF PAGE 2======

     At all times material hereto, Joseph Edwin Giewartowski
(Giewartowski) was IISF's president, chairman, and principal.

     On June 19, 1995, a final judgment of permanent injunction
was entered against Giewartowski, IISF, and Joan Marie
Giewartowski in the United States District Court for the Middle
District of Florida.  SEC v. Joseph Edwin Giewartowski and Joan
Marie Giewartowski, Case No. 95-554-CIV-ORL-22 (M.D. Fla.).  The
final judgment permanently enjoins them from further violations
of Section 17(a) of the Securities Act of 1933, Section 10(b) of
the Securities Exchange Act of 1934 and Rule 10b-5 thereunder,
and Sections 203(a), 206(1), 206(2), and 206(4) of the Investment
Advisers Act of 1940 (Advisers Act) and Rule 206(4)-4 thereunder.

     The Commission's Verified Complaint alleged that
Giewartowski, doing business as IISF, acted as an unregistered
investment adviser.  The Verified Complaint also alleged that
Giewartowski, doing business as IISF, offered securities in the
form of investment contracts and/or promissory notes, solicited
investment funds through material misrepresentations and
omissions, made false statements to investors concerning the
nature and value of their investments, commingled his clients'
investment funds with his personal funds, and caused investors to
incur losses in excess of $1,000,000.

     In view of the foregoing, I find that it is in the public
interest to sanction IISF pursuant to Sections 203(f) of the
Advisers Act.
  
     I ORDER that Investors Income Systems of Florida, Inc., is
barred from association with any investment adviser.

     IT IS FURTHER ORDERED that the hearing in this matter
scheduled to commence on March 6, 1996, be, and hereby is,
cancelled.

     For the Commission, by its Chief Administrative law Judge,
pursuant to delegated authority.



                                                                 

 
                              Brenda P. Murray
                              Chief Administrative Law Judge






                           SERVICE LIST


     Rule 141(b) of the Commission's Rules of Practice, 17 C.F.R.
 201.141(b), provides that written orders or decisions issued
by
the Commission or by a hearing officer shall be served promptly
on each party pursuant to any method of service authorized under
paragraph (a) of this rule or Rule 150(c).  Service of orders or
decisions by the Commission, including those entered pursuant to
delegated authority, shall be made by the Secretary or, as
authorized by the Secretary, by a member of an interested
division.