-1-



          SECURITIES AND EXCHANGE COMMISSION
          17 CFR Part 279
          (Release No. IA-1733A; File No. S7-28-97)
          RIN 3235-AH22
          Technical Changes to Schedule I to Form ADV
          AGENCY:  Securities and Exchange Commission.
          ACTION:  Final Rule; Technical changes to a Form.
          SUMMARY:  The Commission is making technical changes to Schedule
          I to Form ADV, referenced in 17 CFR Section 279.1.  Schedule I is
          the form on which investment advisers declare their eligibility
          for Commission registration.  Schedule I to Form ADV was
          published Thursday, May 22, 1997 (62 FR 28112), under the
          Investment Advisers Act of 1940.  Amendments to Schedule I to
          Form ADV were published Friday, July 24, 1998 (63 FR 39708),
          under the Advisers Act.
          EFFECTIVE DATE:  The rule amendments will become effective on
          January 7, 1999.
          FOR FURTHER INFORMATION CONTACT:  Arthur Laby, Special Counsel,
          at (202) 942-0716, Task Force on Investment Adviser Regulation,
          Division of Investment Management, Securities and Exchange
          Commission, 450 Fifth Street, N.W., Mail Stop 5-6, Washington,
          D.C. 20549.
          I.   SUPPLEMENTARY INFORMATION
               Under section 203A of the Investment Advisers Act of 1940
          ("Advisers Act"), the Commission has regulatory responsibility
          for an investment adviser that has at least $25 million of assets
          under management or advises a registered investment company.  The
          Commission also has responsibility for an adviser that has less
          than $25 million of assets under management, if its principal
          office and place of business is in a state that has not enacted
          investment adviser legislation.[1]  An adviser with its principal
          office in one of those states must indicate its eligibility for
          Commission registration on Schedule I of Form ADV.[2]
               Colorado and Iowa recently passed investment adviser
          statutes, which became effective on January 1, 1999.  An adviser
          that has its principal office and place of business in Colorado
          or Iowa, therefore, may not register with the Commission unless
          it has at least $25 million of assets under management, advises
          an investment company, or qualifies for an exemption under rule
          203A-2.[3]  Last July, the Commission adopted certain amendments
          to Schedule I to Form ADV.[4]  The Commission today is making
          additional technical changes to Schedule I and the Instructions
          to Schedule I to reflect enactment of the Colorado and Iowa
          legislation.
               New advisers (i.e., those advisers that are not currently
          registered with the Commission) that have their principal place
          of business in Colorado or Iowa that are not eligible for
          Commission registration (e.g., because they do not have at $25
          million of assets under management) must now register with
          Colorado or Iowa.[5]  Advisers currently registered with the
          Commission solely because their principal office and place of
          business is located in Colorado or Iowa must withdraw from
          Commission registration no later than 180 days after the end of
          their fiscal year.[6]
           II. CERTAIN FINDINGS
                         Under the Administrative Procedure Act ("APA"), notice of
          proposed rulemaking is not required when the agency, for good
          cause, finds "that notice and public procedure thereon are
          impracticable, unnecessary, or contrary to the public
          interest."[7]  The Commission is making technical changes to
          Schedule I to Form ADV to accommodate new legislation in Colorado
          and Iowa.  The Commission, therefore, finds that publishing the
          changes for comment is unnecessary.
               Publication of a substantive rule not less than 30 days
          before its effective date is required by the APA except as
          otherwise provided by the agency for good cause.[8]  For the same
          reasons described above with respect to notice and opportunity
          for comment, the Commission finds that there is good cause for
          making these technical changes effective on January 7, 1999.
          List of Subjects in 17 CFR Part 279
                         Reporting and recordkeeping requirements; Securities.
               Accordingly, 17 CFR Part 279 is amended as follows:
          Part 279 -- FORMS PRESCRIBED UNDER THE INVESTMENT ADVISERS Act of
          1940
               1.   The authority citation for Part 279 continues to read
          as follows:
                Authority:  The Investment Advisers Act of 1940, 15 U.S.C.
          80b-1, et seq.
               2.   By amending Schedule I to Form ADV (referenced in §
          279.1) to remove all references to "Colorado" and "Iowa" and by
          amending the Instructions to Schedule I to Form ADV (referenced
          in § 279.1) to remove references to "Colorado" and "Iowa" and to
          remove the second paragraph under "Instruction 3."
               Note: The text of Schedule I to Form ADV (§ 279.1) does not
          and the corrections will not appear in the Code of Federal
          Regulations.


                                        Jonathan G. Katz
                                        Secretary

          January 7, 1999




          **FOOTNOTES**

            [1]: 15 U.S.C. 80b-3a.

            [2]: 17 CFR 279.1.  Under rule 203-1 (17 CFR 275.203-1), an adviser must file
                  Schedule I to Form ADV with its initial application for Commission
                  registration, and under rule 204-1 (17 CFR 275.204-1), an adviser must
                  file Schedule I to Form ADV with annual amendments to Form ADV.

            [3]: 17 CFR 275.203A-2.

            [4]: See Exemption for Investment Advisers Operating in Multiple States;
                  Revisions to Rules Implementing Amendments to the Investment Advisers
                  Act of 1940; Investment Advisers with Principal Offices and Places of
                  Business in Colorado or Iowa, Investment Advisers Act Release No. 1733
                  (July 17, 1998) (63 FR 39708 (July 24, 1998)).

            [5]: In addition, advisers ineligible for Commission registration that have
                  their principal office in Colorado or Iowa may be required to register
                  in another state, if they have six or more clients that are residents of
                  that state or have a place of business in that state.  See Advisers Act
                  section 222(d) (15 U.S.C. 80b-22(d)).

            [6]: Under rule 204-1(a) (17 CFR 275.204-1), an adviser is required to file
                  its annual amendment to Form ADV within 90 days of the end of its fiscal
                  year.  Under rule 203A-1(c) (17 CFR 275.203A-1(c)), an adviser that is
                  no longer eligible for Commission registration must withdraw from
                  Commission registration within 90 days from the date the adviser was
                  required to file its amended Form ADV.  See also Schedule I to Form ADV,
                  Instruction 6 (17 CFR 279.1).


            [7]: 5 U.S.C. 553(b).


            [8]: 5 U.S.C. 553(d).