UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Investment Advisers Act of 1940
Release No. 1620 / March 17, 1997

Administrative Proceeding
File No. 3-9273

ADMINISTRATIVE PROCEEDINGS INSTITUTED AGAINST ROBERT PIERCE AND
CARRIE L. WILLIAMS PIERCE
                                                                 


     The U.S. Securities and Exchange Commission ("Commission")
instituted public administrative proceedings, pursuant to
Sections 203(e) and 203(f) of the Investment Advisers Act of 1940
("Advisers Act"), against Robert Pierce ("Pierce") and, pursuant
to Section 203(f), against Carrie L. Williams Pierce
("Williams").  Pierce, age 39, has been a registered investment
adviser since September 1993.  Pierce operated Pierce Investments
& Co., an entity through which he provided investment advisory
services to clients, from July 1993 through December 1995. 
Williams, Pierce's wife, was Senior Vice President and Chief
Financial Officer of Pierce Investments.  The Commission's order
instituting proceedings alleges that, on May 31, 1996, Pierce,
Williams and Pierce Investments were enjoined, by default, from
violating Section 17(a) of the Securities Act of 1933; Section
10(b) of the Securities Exchange Act of 1934 and Rule 10b-5
thereunder; Sections 206(1), (2), and (4) of the Advisers Act and
Rule 206(4)-2 thereunder; and Section 204 of the Advisers Act and
Rule 204-2 thereunder in connection with their misappropriation
of at least $65,000 from five clients by using clients' funds to
pay personal expenses.  A hearing will be scheduled to determine
whether the allegations against Pierce and Williams are true and,
if so, what sanctions, if any, are appropriate and in the public
interest.