UNITED STATES OF AMERICA
                                          Before the
                              SECURITIES AND EXCHANGE COMMISSION

          SECURITIES EXCHANGE ACT OF 1934
          Release No. 40965 / January 22, 1999

          ADMINISTRATIVE PROCEEDING
          File No. 3-9816


                                   :    ORDER INSTITUTING A PUBLIC
          In the Matter of         :    PROCEEDING PURSUANT TO SECTIONS
                                   :    15(b)(6) AND 19(h) OF THE SECURITIES
                                   :    EXCHANGE ACT OF 1934, MAKING
          William Masucci,         :    FINDINGS AND IMPOSING REMEDIAL SANCTIONS
                                   :
          

                                         I.

               The  Securities and Exchange Commission ("Commission") deems
          it appropriate  and  in  the public interest that a proceeding be
          instituted  pursuant  to  Sections  15(b)(6)  and  19(h)  of  the
          Securities Exchange Act of  1934 ("Exchange Act") with respect to
          William Masucci,  ("Masucci").

               In  anticipation of the institution  of  these  proceedings,
          Masucci has  submitted  to  the Commission an Offer of Settlement
          which the Commission has determined  to  accept.   Solely for the
          purpose of these proceedings and any other proceedings brought by
          or on behalf of the Commission, or to which the Commission  is  a
          party,  and  without admitting or denying the findings of fact or
          conclusions of  law,  except those contained in paragraphs III.A.
          and B. below, which are  admitted,  Masucci consents to the entry
          of  this Order Instituting a Public Proceeding,  Making  Findings
          and Imposing Remedial Sanctions ("Order").

                                         II.

               Accordingly,  IT  IS  ORDERED  that a proceeding pursuant to
          Sections  15(b)(6)  and  19(h)  of  the Exchange  Act  is  hereby
          instituted.

                                        III.

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

               A.   From at least  1988  through 1989, Masucci was an owner
                    and  manager  of  several  Florida  offices  of  Allied
                    Capital  Group,  Inc.   ("Allied").   During  the  same
                    period, Allied was a broker-dealer  registered with the
                    Commission  pursuant  to Section 15 of  the  Securities
                    Exchange Act of 1934;

               B.   On  December  23,  1998,  in  Securities  and  Exchange
                    Commission  v.  Power Securities  Corporation,  et  al.
                    (C.A. No. 90-S-1579),  the United States District Court
                    for the District of Colorado  entered  a final judgment
                    permanently  enjoining  Masucci from violating  Section
                    17(a) of the Securities Act  of 1933, and Section 10(b)
                    of the Securities Exchange Act  of  1934 and Rule 10b-5
                    promulgated thereunder; and

               C.   The  Commission  alleged  in  Securities  and  Exchange
                    Commission  v.  Power Securities  Corporation,  et  al.
                    (C.A. No. 90-S-1579) that Masucci, during 1988, engaged
                    in  repeated fraudulent  conduct,  including  directing
                    that  representatives  of  several  Florida  offices of
                    Allied make fraudulent misrepresentations and omissions
                    in  connection with the offer and sale to customers  of
                    several penny stocks.

                                         IV.

               In view of  the  foregoing,  it is in the public interest to
          impose the sanctions specified in the Offer of Settlement.

               Accordingly, IT IS ORDERED THAT:

               A.   Masucci  is barred from association  with  any  broker,
                    dealer,  investment   company,  investment  adviser  or
                    municipal securities dealer; and

               B.   Masucci is barred from participation in any offering of
                    penny stock.

               By the Commission.




                                             Jonathan G. Katz
                                             Secretary