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                     UNITED STATES OF AMERICA
                           Before the 
                SECURITIES AND EXCHANGE COMMISSION

INVESTMENT ADVISERS ACT OF 1940
Release No.  1612 / January 31, 1997

ADMINISTRATIVE PROCEEDING
File No. 3-9232


___________________________________
                                   : ORDER INSTITUTING PUBLIC
In the Matter of                   : ADMINISTRATIVE PROCEEDING
                                   : PURSUANT TO SECTIONS
BENJAMIN FRANKLIN BUSH, III        : 203(e) AND 203(f) OF THE
and BEN BUSH INVESTMENT            : INVESTMENT ADVISERS ACT
MANAGEMENT, INC.,                  : OF 1940, MAKING FINDINGS
                                   : AND IMPOSING REMEDIAL
                    Respondents.   : SANCTIONS 
___________________________________:
                                                   

                                I.

     The Securities and Exchange Commission ("Commission") deems
it appropriate and in the public interest that a public
administrative proceeding pursuant to Sections 203(e) and 203(f)
of the Investment Advisers Act of 1940 ("Advisers Act") be
instituted against Benjamin Franklin Bush, III ("Bush") and Ben
Bush Investment Management, Inc. ("BBIM"). 

                               II.

     In anticipation of the institution of this proceeding, Bush
and BBIM have submitted Offers of Settlement ("Offers"), which
the Commission has determined to accept.  Solely for the purpose
of this proceeding and any other proceeding brought by or on
behalf of the Commission, or in which the Commission is a party,
and without admitting or denying the findings contained herein,
except that Bush and BBIM admit the jurisdiction of the
Commission over them and over the subject matter of this
proceeding and the entry of a Judgment of Permanent Injunction
and Other Relief against them as set forth in paragraph III.C.,
Bush and BBIM consent to the entry of this Order Instituting
Public Administrative Proceeding Pursuant to Sections 203(e) and
203(f) of the Investment Advisers Act of 1940, Making Findings
and Imposing Remedial Sanctions ("Order") set forth below.





     Accordingly, IT IS ORDERED that a proceeding pursuant to
Sections 203(e) and 203(f) of the Advisers Act be, and hereby is,
instituted.


                               III.

     On the basis of this Order and the Offers submitted by Bush
and BBIM, the Commission finds that:

     A.   Bush is 42 years old and resides in Pacific Palisades,
California.  Between February 1995 and September 1996, Bush was
associated with BBIM, an investment adviser registered with the
Commission.  During the same period, Bush was BBIM's president
and sole control person.

     B.   BBIM, a California corporation, has been an investment
adviser registered with the Commission since February 1995 (File
No. 801-48361).  

     C.   A Judgment of Permanent Injunction and Other Relief was
entered in the United States District Court for the Central
District of California against Bush and BBIM on January 24, 1997.

The Judgment permanently enjoins Bush and BBIM from 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 204, 206(1), 206(2), 206(4) and 207 of the Advisers Act
and Rules 204-1(b)(2), 204-2(a), 204-2(b) and 206(4)-2
thereunder.  SEC v. Benjamin Franklin Bush, III and Ben Bush
Investment Management, Inc., Civil Action No. 96-6748 RSWL(Ex)
(C.D. Cal.).  

     D.   The Commission's Complaint filed in the action
described above alleges, among other things, that Bush and BBIM,
from January 1995 to September 1996, misappropriated at least
$450,000 from BBIM's advisory clients and perpetrated other
frauds upon BBIM's clients.  Specifically, Bush:  1) directed
various clients to deposit funds into BBIM's sole business bank
account, and then used clients' funds for his own benefit rather
than to purchase investments on behalf of the clients as he had
represented; 2) commingled his personal and BBIM's business funds
with clients' funds; 3) prepared and mailed account statements to
clients that falsely represented securities held in the clients'
portfolios; 4) used forged brokerage statements to solicit
business; 5) violated the custody and possession provisions of
the Advisers Act by, in addition to having custody of client
funds, having custody of certain bearer bonds issued by the
Brazilian government in 1902 and 1915 that he purportedly
purchased on behalf of his clients and held in his safety deposit
box; 6) violated the books and records provisions of the Advisers
Act by failing to keep an accurate record of all purchases,
sales, receipts, confirmations and delivery of securities; and 7)
made false statements on BBIM's Forms ADV and ADV-S filed with
the Commission.
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                               IV.

     Based on the foregoing, the Commission deems it appropriate
and in the public interest to accept the Offers submitted by Bush
and BBIM and impose the sanctions specified in the Offers.

     Accordingly, IT IS HEREBY ORDERED that: 

     1.  Bush be, and hereby is, barred from association with any
broker, dealer, municipal securities dealer, investment adviser,
or investment company; and 

     2.  BBIM's registration as an investment adviser be and
hereby is revoked.

     By the Commission.




                                   Jonathan G. Katz
                                   Secretary



























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