UNITED STATES OF AMERICA
                                      Before the
                          SECURITIES AND EXCHANGE COMMISSION

          SECURITIES EXCHANGE ACT OF 1934
          Release No.  40484 / September 25, 1998

          INVESTMENT ADVISERS ACT OF 1940
          Release No.   1760 / September 25, 1998

          ADMINISTRATIVE PROCEEDING
          File No. 3-9729

          ______________________________
                                        :
          In the Matter of              :    ORDER INSTITUTING PUBLIC
                                        :    ADMINISTRATIVE PROCEEDING,
                                        :    MAKING FINDINGS, AND IMPOSING
          JOHN W. GILLETTE, JR.,        :    REMEDIAL SANCTION
                                        :
                    Respondent.         :
                                        :
          ______________________________:


                                           I.

               The Securities and Exchange Commission ("Commission") deems
          it appropriate and in the public interest that a public
          administrative proceeding 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") be
          instituted against John W. Gillette, Jr. ("Gillette").

                                         II.

               In anticipation of the institution of this proceeding,
          Gillette has submitted an Offer of Settlement, which the
          Commission has determined to accept.  Solely for the purpose of
          this proceeding and any other proceedings 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 that Gillette admits the jurisdiction of the Commission
          over him and the subject matter of this proceeding and the entry
          of a Final Judgment of Permanent Injunction, Gillette by his
          Offer of Settlement consents to the findings and the imposition
          of the sanction contained in this Order Instituting Public
          Administrative Proceeding, Making Findings, and Imposing Remedial
          Sanction ("Order").

               Accordingly, IT IS ORDERED that a proceeding against
          Gillette be, and hereby is, instituted.

                                        III.

               On the basis of this Order, and the Offer of Settlement
          submitted by Gillette, the Commission finds that:

               A.   Gillette, age 42, resides in San Diego, California.
          From January 1994 through December 1996, Gillette was a
          registered representative associated with First Wall Street
          Corp., a registered broker-dealer (File No. 8-28441).  Gillette
          has never been registered with the Commission in any capacity.

               B.   On August 26, 1998, Gillette was permanently enjoined
          by judgment of the United States District Court for the Southern
          District of California, in Securities and Exchange Commission v.
          John W. Gillette, Jr., Case No. 98 CV 1265 BTM CGA (the
          "Injunctive Action"), from future 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 203(a), 206(1), and 206(2) of
          the Advisers Act.  Gillette consented, without admitting or
          denying the allegations of the Commission's Complaint, to the
          entry of the injunction.

               C.   The Commission's Complaint in the Injunctive Action
          alleged, in part, as follows:  From approximately June 1994
          through June 1997, Gillette operated as an unregistered
          investment adviser.  Further, Gillette, individually and through
          Pro Sports:  (i) made materially false and misleading statements
          to advisory and brokerage clients and prospective investors and
          advisory clients concerning the use of investment proceeds, (ii)
          represented to certain clients that their funds would be invested
          in real estate partnerships and municipal bonds, when in fact
          those investments were never made, and (iii) converted client
          funds to his own use.  In addition, from late 1993 until June
          1994, Gillette liquidated the brokerage account of one client
          without her consent, and converted the funds to his own use.
          Gillette's fraudulent activities resulted in client losses of
          approximately $11 million.




                                         IV.

               On the basis of the foregoing, the Commission deems it
          appropriate and in the public interest to impose the sanctions
          specified in Gillette's Offer of Settlement.

               Accordingly, IT IS HEREBY ORDERED that:

               Pursuant to Sections 15(b) and 19(h) of the Exchange Act and
          Section 203(f) of the Advisers Act, Gillette is barred from
          association with any broker, dealer, municipal securities dealer,
          investment adviser, or investment company.


               By the Commission.




               Jonathan G. Katz
               Secretary