UNITED STATES OF AMERICA
                                      Before the
                          SECURITIES AND EXCHANGE COMMISSION


     SECURITIES EXCHANGE ACT OF 1934
     Release No. 38677 / May 17, 1997

     ADMINISTRATIVE PROCEEDING
     File No. 3-9316


     ______________________________
                                   :
                                   :
     In the Matter of              :    ORDER INSTITUTING 
                                   :    ADMINISTRATIVE PROCEEDING 
                         :    PURSUANT TO SECTIONS
     WILLIAM ROSSI, Respondent.    :    15(b)(6) AND 19(h) OF THE 
                                   :    SECURITIES EXCHANGE ACT 
                         :    OF 1934, MAKING FINDINGS, 
                                   :    AND IMPOSING REMEDIAL SANCTIONS
                                   :
     ______________________________:


                                          I.

          The Securities and Exchange Commission ("Commission") deems it
     appropriate and in the public interest to institute a public administrative
     proceeding pursuant to Sections 15(b)(6) and 19(h) of the Securities
     Exchange Act of 1934 ("Exchange Act") against William Rossi ("Rossi" or the
     "Respondent").  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") 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
     admits the entry of the permanent injunction set forth in paragraph III.C.,
     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 that:<(1)>

          A.  From approximately May 19, 1992 through October 8, 1995, Rossi was
     a registered representative associated with Select Investor Capital, Inc.,
     a California corporation and broker-dealer formerly registered with the
     Commission, located in Woodland Hills, California.  

          B.  From approximately July 1, 1993 through at least May 15, 1995,
     Rossi co-owned and operated Direct Participation Services, Inc. d/b/a
     Government Financial ("GF"), 
     a Delaware corporation, located in Woodland Hills, California.  

          C.   On February 24, 1997, a Judgment of Permanent Injunction and
     Other Relief ("Judgment") was entered in the United States District Court
     for the Central District of California against Rossi.  The Judgment
     permanently enjoins Rossi from violations of Sections 5(a), 5(c) and 17(a)
     of the Securities Act of 1933 ("Securities Act"), Section 10(b) 
     of the Exchange Act and Rule 10b-5 thereunder.  SEC v. Direct Participation
     Services, Inc. et al., Civil Action No. 96-6594 LGB (Mcx) (C.D. Cal.).

          D.  The Commission's Complaint filed in the action described above
     alleges, among other things, that throughout the period specified in
     paragraph III.B., Rossi and others caused GF to offer and sell
     approximately $26 million of nine-month promissory notes ("Notes") to
     approximately 750 investors through three offerings.

          E.  The Complaint further alleges that, at the time the Notes were
     offered and sold, 
     no registration statement covering the Notes had been filed or was in
     effect.  Instead, the Notes were sold in purported reliance upon Section
     3(a)(3) of the Securities Act.  The Section 3(a)(3) exemption was
     unavailable, however, since the Notes were:  (1) not prime quality
     negotiable commercial paper; (2) offered and sold to the general public;
     and (3) not issued to facilitate 
     well recognized types of current operational business requirements.  Nor
     was any other exemption from the registration requirements of Sections 5(a)
     and 5(c) of the Securities Act available.   

          F.  The Commission's Complaint also alleges that Rossi and others
     misrepresented and omitted to disclose material facts to investors,
     concerning, among other things:  (1) the status and duties of a purportedly
     independent trustee; (2) the percentage of accounts receivable payable by
     governmental entities; (3) noteholders' security interest in assets

                              

          <(1)>     The findings herein are made pursuant to Respondent's
                    Offer and are not binding on any other person or entity
                    named as a respondent in this or any other proceeding.

                              ======END OF PAGE 2======






     acquired by GF; (4) the existence of credit insurance for accounts not
     payable by governmental entities; and 
     (5) the use of investor proceeds for related party transactions.  


















































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                                         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.

          Accordingly, IT IS HEREBY ORDERED that Respondent Rossi 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





































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