UNITED STATES OF AMERICA
                                      Before the
                          SECURITIES AND EXCHANGE COMMISSION

     SECURITIES EXCHANGE ACT OF 1934
     Release No. 39027 / September 8, 1997

     INVESTMENT ADVISERS ACT OF 1940
     Release No. 1659 / September 8, 1997

     ADMINISTRATIVE PROCEEDING
     File No. 3-9393 

                                       
                                       :     ORDER INSTITUTING PROCEEDINGS
                                       :     PURSUANT TO SECTIONS 15(b) AND
          In the Matter of             :     19(h) OF THE SECURITIES
                                       :     EXCHANGE ACT OF 1934 AND
            JOCELYN JANE O'ROURKE      :     SECTION 203(f) OF THE
                                       :     INVESTMENT ADVISERS ACT OF
                                       :     1940, MAKING FINDINGS AND
                                       :     IMPOSING REMEDIAL SANCTIONS 


                                          I.

          The Securities and Exchange Commission ("Commission") deems it
     appropriate and in the public interest that an administrative proceeding be
     instituted pursuant to Sections 15(b) and 19(h) of the Securities Exchange
     Act of 1934 ("Exchange Act") and Section 203(f) of the Investment Advisers
     Act of 1940 ("Advisers Act") against Jocelyn Jane O'Rourke ("O'Rourke").  

                                         II.

          In anticipation of the institution of this administrative proceeding,
     O'Rourke has submitted an Offer of Settlement ("Offer") that the Commission
     has determined to accept.  Solely for the purpose of these proceedings, and
     any other proceedings brought by or on behalf of the Commission, or to
     which the Commission is a party, and without admitting or denying the
     findings contained herein, except those findings pertaining to the
     jurisdiction of the Commission over her and over the subject matter of
     these proceedings and the entry of the injunction described in paragraph D
     of Section III below, which she admits, O'Rourke consents to the entry of
     the findings and the imposition of the remedial sanctions set forth herein.

          Accordingly, IT IS ORDERED that proceedings pursuant to Sections 15(b)
     and 19(h) of the Exchange Act and Section 203(f) of the Advisers Act be,
     and hereby are, instituted. 





                                         III.







          On the basis of this Order Instituting Proceedings Pursuant to
     Sections 15(b) and 19(h) of the Exchange Act and Section 203(f) of the
     Advisers Act, Making Findings and Imposing Remedial Sanctions, and the
     Offer submitted by O'Rourke, the Commission finds that:

          A.   At all times relevant hereto, O'Rourke was an associated person
               of a broker-dealer registered with the Commission pursuant to
               Section 15(b) of the Exchange Act, and associated with an
               investment adviser registered pursuant to Section 203(c) of the
               Advisers Act.

          B.   On March 21, 1996, the Commission filed a complaint against
               O'Rourke, in the U.S. District Court for the District of
               Massachusetts, <(1)> alleging, among other things, that,
               from approximately May 1992 to in or about December 1995,
               O'Rourke violated the antifraud provisions of the Securities Act
               of 1933 ("Securities Act") and the Exchange Act and the rules
               thereunder.

          C.   Specifically, the Commission's complaint alleges that in May 1994
               O'Rourke knowingly misrepresented herself as a customer of four
               mutual fund accounts which she liquidated.  In addition, the
               complaint alleges that O'Rourke knowingly or recklessly
               participated in a scheme by Michael Anthony Pierce to
               misappropriate and convert assets from his clients.

          D.   On June 6, 1997, without admitting or denying any of the
               allegations contained in the complaint, except as to jurisdiction
               which she admitted, O'Rourke consented to a final judgment of
               permanent injunction which was entered on August 18, 1997,
               pursuant to which she was permanently enjoined from violating
               Section 17(a) of the Securities Act and Section 10(b) of the
               Exchange Act and Rule 10b-5 thereunder, and ordered to pay a
               civil monetary penalty of $5,000.

                                         IV.

          In view of the foregoing, the Commission deems it appropriate and in
     the public interest to accept the Offer submitted by O'Rourke and to impose
     the sanction specified therein.




          Accordingly, IT IS HEREBY ORDERED that O'Rourke be, and hereby is,
     barred from association with any broker, dealer, municipal securities
     dealer, investment adviser or investment company, with the right to reapply
                              

          <(1)>     Securities and  Exchange Commission v.  Michael Anthony
                    Pierce,  et al.  Civil Action No. 96-10600 (RCL) (filed
                    March 21, 1996).

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






     for association after five (5) years to the appropriate self-regulatory
     organization, or if there is none, to the Commission.

          By the Commission.



                                   Jonathan G. Katz
                                   Secretary












































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