UNITED STATES OF AMERICA
                                      Before the
                          SECURITIES AND EXCHANGE COMMISSION


     SECURITIES EXCHANGE ACT OF 1934
     Release No.  39097 / September 19, 1997

     INVESTMENT ADVISORS ACT OF 1940
     Release No.   1667 / Septembe 19, 1997

     ADMINISTRATIVE PROCEEDING
     File No. 3-9421

                                   
     In the Matter of                  :                                  
                                       :     ORDER INSTITUTING                
                                       :     ADMINISTRATIVE PROCEEDINGS
     JOSEPH B. JOHNSON,                :     PURSUANT TO SECTIONS 15(b)            
                                       :     AND 19(h) OF THE SECURITIES
                                       :     EXCHANGE ACT OF 1934 AND 
                                       :     SECTION 203(f) OF THE
                         Respondent    :     INVESTMENT ADVISERS ACT OF       
                                       :     1940, MAKING FINDINGS AND
                                             IMPOSING REMEDIAL SANCTIONS              
                                                                             
                                       I.     

               The Commission deems it appropriate and in the public interest
     that administrative proceedings 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 Joseph
     B. Johnson (Johnson).

          In anticipation of the institution of these administrative
     proceedings, the Respondent has submitted an Offer of Settlement, which the
     Commission has determined to accept.  Solely for the purpose of this
     proceeding and any other proceeding brought by or on behalf of the
     Commission, or to which the Commission is a party, and without admitting or
     denying the Commission's findings, except for those contained in paragraphs
     III.1. and III.2. below, which are admitted, Respondent consents to the
     entry of this Order Instituting Administrative Proceedings Pursuant to
     Sections 15(b) and 19(h) of the Securities Exchange Act of 1934 and Section
     203(f) of the Investment Advisers Act of 1940, Making Findings and Imposing
     Remedial Sanctions (Order).

                                         II.

          Accordingly, it is ordered that administrative 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 and the Offer of Settlement submitted by
     the Respondent, the Commission makes the following findings:

          1.   Johnson, 37, was a registered representative from approximately
     September 1988 until June 1995.  During that period of time, Johnson was
     associated with both a broker-dealer and an investment adviser registered
     with the Commission.  

          2.   On May 3, 1996, Johnson pled guilty to a one count criminal
     information which charged Johnson with mail fraud.  On August 1, 1996, the
     United States District Court for the Southern District of Iowa sentenced
     Johnson to six months in prison and two years probation and ordered him to
     make restitution of $215,000 to investors.  United States v. Joseph B.
     Johnson, 96 CR 54 (SD Iowa 1996).  

          3.   The criminal information upon which Johnson's criminal conviction
     was based stated that Johnson induced individuals to invest in purported
     business ventures, such as the recording and promotion of gospel music and
     the marketing of gold lockets.  The criminal information further stated
     that, contrary to the representations made to investors, Johnson utilized
     investors' monies for his personal expenses or to make payments to other
     investors for the purpose of concealing a scheme to defraud.  In addition,
     the criminal information stated that on or about May 13, 1994, Johnson
     caused an envelope containing a notification of redemption of $12,000 in
     mutual fund shares to be sent via the mails from a mutual fund to an
     investor, the proceeds of which were then used by Johnson in the course of
     the scheme to defraud.  
                                         IV.

          In view of the foregoing, it is in the public interest to impose the
     sanction specified in the Offer of Settlement.

          Accordingly, IT IS ORDERED that Johnson is barred from association
     with any broker, dealer, investment company, investment adviser or
     municipal securities dealer.
         
          By the Commission.


                                        Jonathan G. Katz
                                        Secretary












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