UNITED STATES OF AMERICA
     Before the
     SECURITIES AND EXCHANGE COMMISSION

     SECURITIES EXCHANGE ACT OF 1934
     Release No. 39568 / January 22, 1998            

     INVESTMENT ADVISERS ACT OF 1940
     Release No. 1697 / January 22, 1998            

     ADMINISTRATIVE PROCEEDING
     File No. 3 - 9387

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     In the Matter of:         ORDER MAKING FINDINGS AND                    :
     IMPOSING REMEDIAL SANCTIONS
     August Mezzetta,:
     :
     Respondent.:              
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     I.

     In connection with a public administrative proceeding instituted against
     him 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"), August Mezzetta ("Mezzetta") has submitted an Offer
     of Settlement ("Offer") to the Securities and Exchange Commission
     ("Commission"), 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 in which the Commission is a party, and without
     admitting or denying the findings contained herein, except as to
     jurisdiction and the facts set forth in Paragraphs II.A. through II.C.
     below, which are admitted, Mezzetta consents to the entry of the findings
     and remedial sanctions set forth below.

     II.

     On the basis of this Order and the Offer submitted by Mezzetta, the
     Commission makes the following findings: 

     A.GB Resources, Inc. ("GB Resources") was registered with the Commission as
     an investment adviser from April 28, 1982 through June 19, 1995.

     B.From February 1982 through June 1995, Mezzetta was the president and co-
     owner of GB Resources.  At all relevant times, Mezzetta also was associated
     with a broker-dealer registered with the Commission.
     C.On June 26, 1996, Mezzetta was convicted by a jury in the United States
     District Court for the District of Connecticut on four felony counts:
     conspiring to steal from an employee pension plan, in violation of 18
     U.S.C.  371; stealing from an employee pension fund, in violation of 18
     U.S.C.  664; making false statements and representations of fact and
     failing to disclose facts in documents provided to the pension plan, in


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     violation of 18 U.S.C.  1027 and 2; and making false statements and
     representations of fact and failing to disclose facts in documents required
     by the Employment Retirement Income Security Act of 1974 ( ERISA ), in
     violation of 18 U.S.C.  1027 and 2.  United States v. August Mezzetta,
     Case No. 3:95CR2 (D. Conn. 1996).

     D.The indictment underlying Mezzetta's conviction alleged, inter alia, that
     from in or about June 1983 to in or about October 1990, GB Resources and
     Mezzetta acted as investment advisers and fiduciaries to an employee
     benefit plan (the "Plan"), within the meaning of  ERISA, and that Mezzetta
     used his position as investment adviser and fiduciary to embezzle, steal
     and convert to his own use and the use of others, the money, funds,
     property, and other assets of the Plan. 

     E.On December 5, 1996, the United States District Court for the District of
     Connecticut entered a Judgment sentencing Mezzetta to imprisonment for a
     term of 87 months and ordering him to pay a special assessment of
     $200.<(1)>  On January 9, 1997, the court ordered Mezzetta to pay restitution of $2,819,250. 

         III.

         Based on the foregoing, the Commission deems it appropriate and in the public interest to accept Respondent Mezzetta
                                                                                                                             s Offer,
         and accordingly:
         IT IS HEREBY ORDERED, effective immediately, that Respondent Mezzetta be, and hereby is, barred from associating with any
         broker, dealer, municipal securities dealer, investment adviser, or investment company; provided, however, that the Order will
         be vacated by the Commission, upon application by Mezzetta, if an order is entered by the United States Court of Appeals for
         the Second Circuit in the case captioned 
                                                 United States v. August Mezzetta, Case No. 3:95CR2, reversing and/or remanding for a
         new trial the conviction in the case captioned United States v. August Mezzetta, Case No. 3:95CR2 (D. Conn. 1996).
          
         By the Commission.



         Jonathan G. Katz
         Secretary













                                     

          <(1)>    On January 3, 1997, Mezzetta filed an appeal of his conviction, which is pending in the United States
                 Court of Appeals for the Second Circuit.

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