UNITED STATES OF AMERICA
     Before the
     SECURITIES AND EXCHANGE COMMISSION

     INVESTMENT ADVISERS ACT OF 1940
     Release No. 1647 / August 6, 1997

     ADMINISTRATIVE PROCEEDING
     File No. 3-9273
     _________________________                         
                               :
     In the Matter of          :
                               :  CORRECTED ORDER MAKING FINDINGS
     ROBERT PIERCE and         :  AND IMPOSING REMEDIAL SANCTIONS
     CARRIE L. WILLIAMS PIERCE :  BY DEFAULT
                               :
                               :  
     _________________________

     Robert Pierce and Carrie L. Williams Pierce are in default under the
     Securities and Exchange Commission s ( Commission ) Rules of Practice,
     Rules 155 and 220(f), 17 C.F.R.  201.155 and .220(f) (1996), because they
     failed to answer the Order Instituting Proceedings ( OIP ) which the
     Commission issued on March 17, 1997, and which was served on the
     Respondents on June 23, 1997.  Additionally, the Respondents failed to
     respond to the Division of Enforcement s motion for default, dated July 24,
     1997.

     Accordingly, I find that the allegations in the OIP are true:

     A.Robert Pierce ("Pierce"), age 39, had his last known residence in Queens,
     New York.  He has been a registered investment adviser since September 2,
     1993, pursuant to Section 203(c) of the Investment Advisers Act of 1940
     ("Advisers Act").  From July 1993 through the present, Pierce has been the
     president and CEO of Pierce Investments & Co./<(1)>("Pierce
     Investments"), an entity through which he provided investment advisory
     services to his clients.

     B.Carrie L. Williams Pierce ("Williams"), Pierce's wife, also had her last
     known residence in Queens, New York.  She was identified on Pierce
     Investments' letterhead as Senior Vice President and Chief Financial
     Officer of Pierce Investments.

     C.On May 31, 1996, a Default Judgment was entered against Pierce, Williams
                              

          <(1)>/  "Pierce  Investments  &  Co."  was  also  known  as  "Pierce
          Investment Co.," "Pierce Investments Co.,"  "Pierce Investments &
          Company," "Pierce Investments & Co., Inc.," "Pierce Investments &
          Company,   Inc.,"   "Pierce  Investments,   Inc.,"   and  "Pierce
          Investments."    The  name  used  for  the  registration   as  an
          investment  adviser on  Form ADV  and most  commonly used  by the
          business was "Pierce Investments & Co."

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     and Pierce Investments by the Honorable Sidney H. Stein, United States
     District Court Judge for the Southern District of New York, which enjoins
     them 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, 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.  The issues of disgorgement and penalties were left open to be
     decided at a later time.  SEC v. Robert Pierce, et. al., 95 Civ. 8215 (SHS)
     (S.D.N.Y. 1996).

     D.The Complaint in the above action alleged, among other things, that, from
     at  least 1993 through August 1995, Pierce and Williams, through Pierce
     Investments, raised approximately $65,000 from at least 5 investment
     advisory clients and that Pierce and Williams misappropriated some of that
     money.  Pierce told his clients that their funds would be used to invest in
     "blue chip" securities and provided his clients with account statements
     which indicated that their securities had been invested in the common stock
     of various companies.  However, no such investments had been made on behalf
     of these clients.  In addition, Pierce told some of his clients that they
     could withdraw their money on twenty-four hours notice.  However, since
     August 1995, Pierce refused to return approximately $20,000 to at least one
     client.  Pierce told that client that she would have to get the "law" or
     the "authorities" in order to get the money returned.  In addition, Pierce
     refused to provide Commission examiners with any records that would
     substantiate that the defendants had purchased securities on behalf of
     their investment advisory clients.  The Complaint also alleges that Pierce
     and Williams used clients' funds to pay personal expenses.  Among other
     withdrawals, Pierce and Williams wrote checks from clients' funds to pay
     personal credit card bills.

     I find further that it is in the public interest to revoke the registration
     of Robert Pierce as an investment adviser, and to bar Robert Pierce and
     Carrie L. Williams Pierce from association with any investment adviser.

     ACCORDINGLY, it is:

     ORDERED, pursuant to Section 203(e) of the Advisers Act, that the
     registration of Robert Pierce as an investment adviser is revoked; and

     ORDERED, pursuant to Section 203(f) of the Advisers Act, that Robert Pierce
     and Carrie L. Williams Pierce are barred from association with any
     investment adviser.


     __________________________________
         Robert  G. Mahony
         Administrative Law Judge






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