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                     UNITED STATES OF AMERICA
                           Before the 
                SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934
RELEASE NO. 37822 \ October 15, 1996

INVESTMENT ADVISERS ACT OF 1940
RELEASE NO. 1592

ADMINISTRATIVE PROCEEDING
FILE NO. 3-9164

------------------------------                               
                              :
                              :
                              :  ORDER INSTITUTING PROCEEDINGS
                              :  PURSUANT TO SECTIONS 15(b) AND
In the Matter of              :  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
GEORGE A. ROTELLI,            :
          Respondent.         :
                              : 
------------------------------

                                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 203(f) of the Investment Advisers Act
of 1940 ("Advisers Act") against George A. Rotelli ("Rotelli").

                               II.

     In anticipation of the institution of this administrative
proceeding, Rotelli 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 findings except as to the
jurisdiction of the Commission over him and over the subject
matter of this proceeding, which is admitted, Rotelli, by his
Offer, consents to the entry of this Order Instituting
Proceedings, Making Findings and Imposing Remedial Sanctions
("Order"), and to the entry of the findings and the imposition of
the remedial sanction as set forth below.     Accordingly, IT IS ORDERED that proceedings pursuant to
Sections 15(b) and 19(h) of the Exchange Act and 203(f) of the
Advisers Act be, and hereby are, instituted.

                               III.

     On the basis of this Order, and the Offer submitted by
Rotelli, the Commission finds that:-[1]-

A.   Rotelli, a resident of South Burlington, Vermont, was at all
times relevant hereto employed as a registered representative of
a registered broker-dealer, pursuant to Section 15(b) of the
Exchange Act, and as a person associated with an investment
adviser, registered pursuant to Section 203(c) of the Advisers
Act.

B.   Between November, 1992, and January, 1996, Rotelli offered
investments in a fictitious mutual fund that he called the
"Government Securities Income Fund IV."  In fact, no such fund
existed.  Rotelli deposited his clients' checks into his personal
checking account.  By misrepresenting that he would invest their
assets in the fund, Rotelli misappropriated $116,988 from his
clients.  Rotelli further misrepresented to the clients the
expected return on their investment, that the fund was backed by
U.S. Treasury securities and that their principal would be
guaranteed.  Rotelli also generated fictitious account statements
that misrepresented to clients the status of their investments in
the fund.  

C.   Rotelli's conduct constitutes willful violations of Section
17(a) of the Securities Act of 1933, Section 10(b) of the
Exchange Act and Rule 10b-5 thereunder, and Sections 206(1) and
206(2) of the Advisers Act. 
                               IV.

     In view of the foregoing, the Commission deems it
appropriate and in the public interest to impose the sanction
specified in the Offer submitted by Rotelli.

     Accordingly, IT IS HEREBY ORDERED that George A. Rotelli 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

---------FOOTNOTES----------
     -[1]-     The  findings  herein are  not  binding on  anyone
other than          the Respondent. 





                                        




















































                   
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