UNITED STATES OF AMERICA
                                      Before The
                          SECURITIES AND EXCHANGE COMMISSION

     Investment Advisers Act
     Release No.  1670 / September 22, 1997 

     Administrative Proceeding 
     File No. 3-9425
     ______________________________
                                   :
     In the Matter of              :    ORDER INSTITUTING PUBLIC
                                   :    PROCEEDINGS PURSUANT TO 
     ProFinancial Advisors, Inc.,  :    SECTIONS 203(e) AND 203(f) 
     and W. Ralph Wills, III,      :    OF THE INVESTMENT ADVISERS
                                   :    ACT OF 1940, MAKING FINDINGS
     Respondents.                  :    AND IMPOSING REMEDIAL RELIEF
     ______________________________:

                                          I.

          The Securities and Exchange Commission ("Commission") deems it
     appropriate and in the public interest that public administrative
     proceedings be, and hereby are, instituted pursuant to Sections 203(e) and
     203(f) of the Investment Advisers Act of 1940 ("Advisers Act") against
     ProFinancial Advisors, Inc. ("ProFinancial") and W. Ralph Wills, III
     ("Wills").

                                         II.

          In anticipation of the institution of these proceedings, Respondents
     ProFinancial and Wills have submitted Offers of Settlement ("Offers") for
     the purpose of resolving these proceedings, which Offers the Commission has
     determined to accept.  Solely for the purpose of these proceedings and any
     other proceeding brought by or on behalf of the Commission or to which the
     Commission is a party, ProFinancial and Wills, without admitting or denying
     any of the findings contained herein, except those contained in Paragraph
     III. B., which are admitted, consent to the entry of this Order Instituting
     Public Proceedings Pursuant to Sections 203(e) and 203(f) of the Advisers
     Act, Making Findings and Imposing Remedial Relief ("Order"). 

                                         III.

          Based on this Order and the Respondents  Offers, the Commission finds
     the following:

          A.   ProFinancial is a Georgia Corporation that has been registered
               with the Commission as an investment adviser since December 10,
               1991 and Wills is the president and sole shareholder of
               ProFinancial;







          B.   On July 24, 1997, a Final Judgment of Permanent Injunction was
               entered against ProFinancial and Wills by the United States
               District Court of the Northern District of Georgia in the case of
               Securities and Exchange Commission v. ProFinancial Advisors, Inc.
               et. al., Civil Action No. 1:96-CV-2472-CC (N.D. Ga.), permanently
               enjoining ProFinancial and Wills from violating Section 17(a) of
               the Securities Act of 1933, Section 10(b) of the Securities
               Exchange Act of 1934 and Rule 10b-5 thereunder, and Sections 204
               and 206(4) of the Advisers Act and Rules 204-1 and 206(4)-2
               thereunder;

          C.   The Commission s Complaint alleged that ProFinancial, a
               registered investment adviser with custody of client funds and
               securities, aided and abetted by Wills, failed to file audited
               balance sheets and failed to file annual reports for the fiscal
               years 1992, 1993, 1994 or 1995.  The Complaint additionally
               alleged that ProFinancial, aided and abetted by Wills, engaged in
               a fraudulent, deceptive or manipulative course of conduct by
               taking action with respect to client funds and securities and
               failing to obtain an annual examination for the 1992, 1993, 1994,
               or 1995 calendar years of such client funds and securities by an
               independent public accountant.  The Complaint further alleged
               that ProFinancial and Wills obtained money in connection with the
               offer and sale of investment contracts and promissory notes, both
               of which were securities, as part of a prime bank scheme.  The
               Complaint alleged that ProFinancial and Wills employed devices,
               schemes and artifices to defraud investors and specifically made
               material misrepresentations regarding the risk of the investments
               and the rate of return on the investments.  
























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                                         IV.

          In view of the foregoing, the Commission deems it appropriate and in
     the public interest to impose the sanctions specified by Respondents
     ProFinancial and Wills in their Offers.  Accordingly:

          A.   IT IS HEREBY ORDERED that ProFinancial s registration as an
               investment adviser be revoked.

          B.   IT IS HEREBY ORDERED that Wills be, and hereby is, barred from
               association with any broker, dealer, municipal securities dealer,
               investment adviser or investment company.

          By the Commission.


                                                                      
                                        Jonathan G. Katz
                                        Secretary


































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