UNITED STATES OF AMERICA
                            Before The
                SECURITIES AND EXCHANGE COMMISSION


SECURITIES EXCHANGE ACT OF 1934
Release No. 38003 / December 2, 1996

ADMINISTRATIVE PROCEEDING
File No. 3-9193


--------------------------                         
                         :    ORDER INSTITUTING PROCEEDINGS,
     In the Matter of    :    MAKING FINDINGS AND IMPOSING
                         :    REMEDIAL SANCTIONS PURSUANT TO
     JAMES W. ADAMS      :    SECTION 15(b) AND 19(h) OF THE 
                         :    SECURITIES EXCHANGE ACT OF 1934
--------------------------

                                I.

     In connection with proposed administrative proceedings pur-
suant to Sections 15(b) and 19(h) of the Securities Exchange Act
of 1934 ("Exchange Act"), James W. Adams ("Adams") has submitted
an Offer of Settlement ("Offer") which the Commission has
determined is in the public interest 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, Respondent Adams, without admitting or denying the
findings, except as to jurisdiction, and the entry of the order
of permanent injunction described in paragraph III.C. below,
which are admitted, consents to the entry of this Order
instituting proceedings, making findings and imposing the
remedial sanctions contained in this Order.

                               II.

     Accordingly, IT IS ORDERED that public proceedings pursuant
to Sections 15(b) and 19(h) of the Exchange Act be, and hereby
are, instituted.

                               III.

     On the basis of this Order Instituting Public Proceedings
and the Offer of Settlement submitted by the Respondent, the
Commission finds that:

     A.   From at least May 1988 to July 1992, Adams was a
          principal and indirect owner of Adams Securities Inc.
          ("Adams Securities"), a defunct broker-dealer formerly
          registered with the Commission.
==========================================START OF PAGE 2======

     B.   On October 4, 1993, Respondent Adams pled guilty to,
          among other things, one count of violating 15 U.S.C.
          78(q)(a)(1) and 17 C.F.R. 240.17a-3(a)(1) and
          240.17a-4(b)(4) in U.S. v. James Adams, CR-S-93-268-
          PMP(LRL), in the United States District Court for the
          District of Nevada.  In his sworn plea, Adams admitted,
          among other things, that he failed to make and keep
          certain books and records by: (1) failing to record the
          identity of the purchaser executing trades in thirty
          eight brokerage accounts, and (2) destroying memoranda
          of trading instructions he received from the purchaser.


     C.   On October 2, 1996, Respondent Adams was permanently
          enjoined in SEC v. James W. Adams, Civil Action No. CV-
          S-96-910-PMP (U.S.D.C. Nev.), pursuant to his consent
          and without admitting or denying the allegations in the
          complaint, from future violations of Section 17(a)(1)
          of the Securities Exchange Act of 1934 and Rules 17a-
          3(a)(1) and 17a-4(b)(4) thereunder.

     D.   The Commission's complaint filed in the injunctive
          matter alleged, among other things, that Adams, as a
          controlling person of Adams Securities, failed to make
          and keep certain books and records by: (1) failing to
          record the identity of the purchaser executing trades
          in thirty eight brokerage accounts, and (2) destroying
          memoranda of trading instructions he received from the
          purchaser.


     E.   The Commission has reviewed Adams' financial statement,
          his sworn testimony as to his financial condition, and
          other evidence adduced by Adams, and, provided that he
          has submitted true, accurate, and complete testimony as
          to his financial condition, including his assets,
          liabilities, income and expenses, has determined that
          Adams does not have the financial ability to pay
          disgorgement of $7,500 which he received in commissions
          from his activities described in Section III.
          paragraphs B. and D. above.

                               IV.

     In view of entry of the injunction discussed in paragraphs
III. C. and D. above, the Commission finds it is in the public
interest to impose the sanctions specified by James W. Adams in
his Offer.

     Accordingly, IT IS ORDERED that:
==========================================START OF PAGE 3======

     A.   James W. Adams is hereby barred from association with
          any broker, dealer, investment adviser, investment
          company, or municipal securities dealer, and

     B.   James W. Adams pay disgorgement in the amount of
          $7,500.00 plus interest, dating to the date of this
          Order, at the prejudgment rate, provided, however, that
          the payment of such disgorgement is waived based upon
          Adams' demonstrated inability to pay disgorgement and
          that the Division of Enforcement ("Division") may
          petition the Administrative Law Judge ("ALJ") to reopen
          this matter to consider Adam's inability to disgorge
          funds if the Division obtains information from any
          source that the financial information provided by Adams
          was inaccurate or incomplete in any material aspect. 
          In connection with any such petition, the ALJ may
          consider ordering Adams to pay $7,500 in disgorgement
          plus interest.  Adams may not, by way of a defense to
          such a petition, contest the allegations and findings
          in this Order or assert that disgorgement should not be
          ordered for the violations of the federal securities
          laws alleged therein.

          By the Commission.




                                   Jonathan G. Katz
                                   Secretary