Before the
                SECURITIES AND EXCHANGE COMMISSION


INVESTMENT ADVISERS ACT OF 1940
Release No. 1566  / June 11, 1996 

INVESTMENT COMPANY ACT OF 1940
Release No. 22008 / June 11, 1996

Administrative Proceedings
File No. 3-8954
------------------------------------                              
                                   : 
In the Matter of                   : ORDER MAKING 
                                   : FINDINGS AND IMPOSING
DOROTHY J. BRENNA                  : REMEDIAL SANCTIONS
                                   : 
------------------------------------
                                I.

     In connection with public administrative proceedings,
Respondent Dorothy J. Brenna ("Brenna") has submitted an Offer of
Settlement to the Commission, which the Commission has determined
to accept.-[1]-

     Solely for the purpose of this proceeding and any other
proceeding brought by or on behalf of the Commission or to which
the Commission is a party, and without admitting or denying the
allegations contained in this Order, except as to the entry of
the permanent injunction set forth in paragraph II.C., which she
admits, and the Commission's jurisdiction in this matter pursuant
to Section 203(f) of the Investment Advisers Act of 1940
("Advisers Act"), which she also admits, Brenna consents to the
entry of findings and remedial sanctions set forth below.

                               II.

     On the basis of this Order and the Offer of Settlement
submitted by Brenna, the Commission finds that:

     A.   Strategic Management Inc. ("SMI") was registered with
the Commission as an investment adviser from September 22, 1975
to February 10, 1995. SMI was principally engaged in the business
of rendering investment advice to four registered investment
companies which were mutual funds (collectively, "the Funds").



---------FOOTNOTES----------
     -[1]-     The Order Instituting  Public Proceedings  against
               Brenna  was issued  by the Commission  on February
               22, 1996.
==========================================START OF PAGE 2======

     B.   Brenna was vice president of SMI and a member of its
board of directors during the relevant period.

     C.   Brenna has been permanently enjoined by judgment of the
United States District Court for the Northern District of Texas,
in an action styled Securities and Exchange Commission v.
Strategic Management, Inc., et al, USDC, N.D./Tex. [Dallas
Division], CA No. 3:91CV2489-R, from future 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 206(1) and (2) of the Advisers Act of 1940 based upon
findings of willful violations of the federal securities laws in
connection with her participation in the distribution of a
fraudulent proxy statement on behalf of the Funds. 

     D.   The Commission's complaint alleged that Brenna, and
others, caused a fraudulent proxy statement to be issued on
behalf of the Funds which failed to disclose to shareholders that
Brenna and her husband, Leroy S. Brenna, stood to receive a
secret $2 million payment in connection with SMI's assignment of
the advisory contracts for the Funds to another registered
investment adviser, and failed to disclose to the disinterested
directors of the Funds that the Brennas stood to receive the $2
million payment. 

                               III.

     Based upon the foregoing, the Commission deems it
appropriate and in the public interest to accept the Offer of
Settlement of Brenna.

     Accordingly, IT IS ORDERED that Respondent Dorothy J. Brenna
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