UNITED STATES SECURITIES AND EXCHANGE COMMISSION


SECURITIES EXCHANGE ACT OF 1934 
RELEASE NO. 40049 / June 1, 1998

INVESTMENT COMPANY ACT of 1940 
RELEASE NO. 23229 / June 1, 1998

ADMINISTRATIVE PROCEEDING NO. 3-9615

IN THE MATTER OF THE ROCKIES FUND, INC., STEPHEN G. CALANDRELLA, CHARLES M.
POWELL, CLIFFORD C. THYGESEN, AND JOHN C. POWER 

The Commission announced today that it instituted public administrative and 
cease-and-desist proceedings against the Rockies Fund, Inc. ("the Fund"), a
Colorado Springs closed-end investment company registered with the Commission 
as a business development company, its president Stephen G. Calandrella (Calandrella ), 
and two independent directors, Charles M. Powell (Powell) and Clifford C. Thygesen.  
The Order Instituting Proceedings ( Order ) alleges that the Fund and the three 
individuals defrauded investors by materially overstating the Funds net assets between 
approximately June 1994 and December 1995.

The Order alleges, among other things, that the overstatement of assets stemmed from 
the Funds improper classification of portfolio securities of  Premier Concepts, Inc. 
(Premier) as unrestricted, that Calandrella caused the Fund to improperly claim ownership 
of certain restricted Premier stock, and that Calandrella, along with John C. Power (Power), 
another named respondent in the proceeding, inflated the value of the restricted stock held 
by the Fund by manipulating the market for Premier stock by engaging in matched orders and 
wash sales or trading through nominee accounts.

The Order further alleges that the Fund violated certain of the reporting provisions of the 
Securities Exchange Act of 1934 (Exchange Act) by filing with the Commission false and 
misleading annual and quarterly reports, and that Calandrella, Powell and Thygesen aided 
and abetted and caused the Fund s violations of these provisions.

Finally, the Order alleges that Calandrella improperly accepted compensation for the Funds 
purchase of Premier stock in that he caused the Fund to enter into an agreement to pay 
$85,000 to one of his business acquaintances in return for, among other things, the 
acquaintance's agreement to forego a potential legal claim against Calandrella.

The Order institutes public proceedings to determine whether the Commission should enter an 
order requiring: (a) the Fund to cease and desist from committing or causing any violation 
and any future violation of Sections 10(b) and 13(a) of the Exchange Act  and Rules 
10b-5, 13a-1, 13a-13, and 12b-20 thereunder; (b) Calandrella to cease and desist from 
committing or causing any violation and any future violation of Section 10(b) of the 
Exchange Act and Rule 10b-5 thereunder, and Section 57(k) of the Investment Company Act of 1940,
or from causing any violation and any future violation of Section 13(a) of the Exchange Act
and Rules 13a-1, 13a-13, and 12b-20 thereunder; (c) Powell and Thygesen to cease and desist 
from committing or causing any violation and any future violation of Section 10(b) of the 
Exchange Act and Rule 10b-5 thereunder, or from causing any violation and any future violation 
of Section 13(a) of the Exchange Act and Rules 13a-1, 13a-13, and 12b-20 thereunder; and
(d) Power to cease and desist from committing or causing any violation and any future violation 
of  Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. 

Pursuant to the Order, the proceedings will also seek to determine what, if any, remedial 
action is necessary or appropriate in the public interest or for the protection of investors 
against Calandrella, Powell and Thygesen, and whether the Commission should seek to impose 
civil penalties against them. 




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