UNITED STATES OF AMERICA
                            Before the
                SECURITIES AND EXCHANGE COMMISSION

Securities Exchange Act of 1934
Release No. 37682 / September 16, 1996

Administrative Proceedings
File No. 3-9080

_______________________________
                              :
                              :    ORDER INSTITUTING PUBLIC
                              :    ADMINISTRATIVE PROCEEDINGS,
     In the Matter of         :    AND OPINION AND ORDER
                              :    PURSUANT TO RULE 102(e) OF THE
     Raul N. Rodriguez,       :    RULES OF PRACTICE OF THE
                              :    SECURITIES AND EXCHANGE
               Respondent.    :    COMMISSION                    
______________________________:

                                I.

     The Securities and Exchange Commission ("Commission") deems
it appropriate and in the public interest to institute public
administrative proceedings against Raul N. Rodriguez
("Respondent" or "Rodriguez"), an attorney, pursuant to Rule
102(e)(3) of the Commission's Rules of Practice, 17 C.F.R. 
201.102(e)(3).1  

                               II.

     In anticipation of the institution of the administrative
proceedings, Respondent has submitted an Offer of Settlement
("Offer") which the Commission has determined is in the public
interest 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, prior to a
hearing pursuant to the Commission's Rules of Practice 17 C.F.R.
                                                                 

1    Rule 102(e) of the Commission's Rules of Practice, 17 C.F.R.
      201.102(e), provides in pertinent part that:

          The Commission, with due regard to the public interest
          and without preliminary hearing, may by order
          temporarily suspend from appearing or practicing before
          it any attorney . . . who . . . has been by name . . .
          permanently enjoined by any court of competent
          jurisdiction by reason of his misconduct in an action
          brought by the Commission from violating or aiding and
          abetting the violation of any provision of the federal
          securities laws . . . or the rules and regulations
          thereunder.
==========================================START OF PAGE 2======

 201.100 et seq., and without admitting or denying the findings
set forth herein, except as to jurisdiction and the issuance of
the injunction set forth in Section IV.C. below, which he admits,
Respondent consents to the issuance of this Order Instituting
Public Administrative Proceedings, and Opinion and Order Pursuant
to Rule 102(e) of the Rules of Practice of the Securities and
Exchange Commission ("Order") and to the entry of the findings
and the imposition of the remedial sanctions as set forth below.

                               III.

     Accordingly, IT IS ORDERED that said proceedings be, and
hereby are, instituted.

                               IV.

     On the basis of this Order and the Offer, the Commission
finds that:

     A.   Rodriguez, 59, is an attorney residing in Denver,
Colorado, and has been licensed to practice by the State of
Colorado since 1971.  Rodriguez, a sole practitioner, was counsel
for Melbourne Capital Corp. ("MCC") from its inception in 1988
until at least 1991.  Rodriguez currently is suspended from the
practice of law by both the State of Colorado, and the United
States District Court for the District of Colorado.

     B.   MCC conducted an initial public offering by means of a
registration statement on Form S-18 ("Registration Statement")
that was declared effective December 9, 1988.  Rodriguez prepared
and filed with the Commission the Registration Statement and a
prospectus.  From 1989 to in or about August 1990, Rodriguez also
prepared and reviewed MCC's periodic reports, and prepared,
reviewed, and signed other documents filed with the Commission on
behalf of MCC.  Rodriguez knew or was reckless in not knowing
that each of these documents was materially false and misleading.

     C.   On January 31, 1995, the Commission commenced a civil
action against Rodriguez, among others, SEC v. Melbourne Capital
Corporation, et al., 95 Civ. 0678 (SHS) (S.D.N.Y. Jan. 31, 1995),
alleging, among other things, that Rodriguez engaged in the
conduct described above.  In that civil action, on August 28,
1996, Rodriguez was permanently enjoined on consent by the United
States District Court for the Southern District of New York from
violating Section 17(a) of the Securities Act of 1933
("Securities Act"), and Section 10(b) of the Securities Exchange
Act of 1934 ("Exchange Act") and Rule 10b-5.  Rodriguez neither
admits nor denies the allegations in the Complaint.

                                V.
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     In view of the foregoing, the Commission deems it
appropriate and in the public interest to impose the sanction
specified by Respondent in his Offer.

     Accordingly, IT IS ORDERED that effective immediately, Raul
N. Rodriguez, Esq., be and hereby is, denied the privilege of
appearing or practicing before the Commission as an attorney,
with a right to apply for reinstatement after a period of two
years from the date of this Order provided that Rodriguez submits
an affidavit to the Commission's Division of Enforcement in
Washington, D.C. truthfully stating under penalty of perjury that
(i) Rodriguez has complied with this Opinion and Order and (ii)
that Rodriguez is not subject to any suspension or disbarment as
an attorney by a court of the United States or any state,
territory, district, commonwealth or possession, and has not been
convicted of a felony or of a misdemeanor involving moral
turpitude.

     By the Commission.


                              Jonathan G. Katz
                              Secretary