UNITED STATES SECURITIES AND EXCHANGE COMMISSION


     Securities Act of 1933
     Release No.  7459 / September 29, 1997 

     Securities Exchange Act of 1934
     Release No. 39145 / September 29, 1997

     Investment Advisers Act of 1940
     Release No.  1673 / September, 1997 

     Administrative Proceeding File No. 3-9448

     In the Matter of Abraham and Sons Capital, Inc. and Brett G. Brubaker

          The Securities and Exchange Commission ("Commission") today announced
     the institution of administrative and cease-and-desist proceedings against
     Abraham and Sons Capital, Inc. ("ASCI"), a registered investment adviser,
     and ASCI's president and sole officer, Brett G. Brubaker ("Brubaker").  The
     Commission charged that during the second half of 1995, ASCI and Brubaker
     provided investors in a private hedge fund with false information about the
     fund's performance and the value of the investors' investments.  The
     Commission further alleged that ASCI and Brubaker provided this false
     information to an investor in connection with the $1 million purchase of
     additional securities in the hedge fund.  Finally, the Commission alleged
     that ASCI violated Rule 206(4)-2 by having custody of clients funds and
     failing to have the funds verified at least once during the year.  

          The Commission's Order alleges that at the beginning of June 1995, the
     hedge fund, Abraham and Sons Limited Partnership (the Fund), had a net
     asset value of approximately $12.8 million and approximately 50 limited
     partners.  The Order further alleges that from June 1995 through December
     1995, the Fund lost about half of its value and that while the Fund's value
     was plummeting, ASCI and Brubaker misrepresented that the Fund was earning
     money.  

          The Order alleges that ASCI and Brubaker violated the antifraud
     provisions of the Securities Act of 1933 (Section 17(a)); the Securities
     Exchange Act of 1934 (Section 10(b) and Rule 10b-5 thereunder); and the
     Investment Advisers Act of 1940 (Advisers Act) (Sections 206(1) and
     206(2)).  The Order further alleges that ASCI violated, and that Brubaker
     aided and abetted ASCI's violations of, the custody provisions of the
     Advisers Act (Section 206(4) and Rule 206(4)-2 thereunder). 

          A hearing will be held to determine whether these allegations are
     true, and, if so, to determine what remedial sanctions are appropriate and
     in the public interest.





                              ======END OF PAGE 1======