UNITED STATES OF AMERICA
                               Before the
                    SECURITIES AND EXCHANGE COMMISSION


     SECURITIES EXCHANGE ACT OF 1934
     Release No. 38661 / May 21, 1997

     ADMINISTRATIVE PROCEEDING 
     File No. 3-9311
     ______________________________
                                   )     ORDER INSTITUTING PUBLIC
     In the Matter of              )     ADMINISTRATIVE PROCEEDINGS
                                   )     PURSUANT TO SECTIONS 15(b)
                                   )     AND 19(h) OF THE SECURITIES
     JAMES G. FREEMAN,             )     EXCHANGE ACT OF 1934,      
                                   )     MAKING FINDINGS AND IMPOSING 
     Respondent.                   )     REMEDIAL SANCTIONS
     ______________________________)     

                                   I.

          The Securities and Exchange Commission (Commission) deems it
     appropriate and in the public interest that public administrative
     proceedings be instituted pursuant to Sections 15(b) and 19(h) of the
     Securities Exchange Act of 1934 (Exchange Act) against James G.
     Freeman (Freeman).  

          In anticipation of the institution of these administrative
     proceedings, Freeman 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 to which the Commission is a party, and without
     admitting or denying the findings herein, except as to jurisdiction
     and those facts set forth in paragraphs II.A., B. and C. below, which
     are admitted, Freeman consents to the entry of this Order Instituting
     Proceedings Pursuant to Sections 15(b) and 19(h) of the Securities
     Exchange Act of 1934, Making Findings and Imposing Remedial
     Sanctions.

          Accordingly, it is ordered that proceedings pursuant to Sections
     15(b) and 19(h) of the Exchange Act be, and hereby are, instituted.

                                   II.

          On the basis of this Order and the Offer of Settlement submitted
     by Freeman, the Commission makes the following findings:<(1)>


                              

               <(1)>     The   findings   herein  are   made   pursuant  to
          Respondent Freeman's Offer  of Settlement and are  not binding on
          any other person or entity in this or any other proceeding.





          A.   Freeman, 69 years old, at all relevant times resided in San
     Mateo, California, and served as President of Freeman Financial
     Services Corp., a broker-dealer which has been registered with the
     Commission since 1986.  Freeman also was the President of James G.
     Freeman & Associates, Inc., an insurance agency headquartered in San
     Mateo, California.  Currently, Freeman is an inmate at the U.S.
     Federal Penitentiary in Lompoc, California.

          B.  In June 1996, Freeman was convicted in the United States
     District Court for the Eastern District of Missouri of two counts of
     wire fraud (18 U.S.C. 1343) and two counts of monetary transactions
     with unlawfully derived property (18 U.S.C. 1957).  United States v.
     James G. Freeman, et al., No. S1-4:95 CR 186 (JCH).  The conviction
     resulted from activities relating to Freeman's organization and
     promotion of a nation-wide Ponzi scheme which fraudulently raised
     approximately $26 million in proceeds from nearly 500 investors.  The
     Honorable Jean Hamilton sentenced Freeman to 5 years in federal
     prison.

          C.  On October 11, 1996, Freeman, among others, was enjoined from
     violating Sections 5(a), 5(c), 17(a)(1), 17(a)(2) and 17(a)(3) of the
     Securities Act of 1933, Section 10(b) of the Exchange Act and Rule
     10b-5 promulgated thereunder in a case brought by the Securities and
     Exchange Commission in the United States District Court for the
     Northern District of California.  Securities and Exchange Commission
     v. James G. Freeman, et al., Civil Action No. C 96-2316 (WHO). 
     Freeman consented, without admitting or denying the allegations
     contained in the Commission's Complaint, to the entry of the Order of
     Permanent Injunction and Other Equitable Relief which included, among
     other things, an order for an accounting and disgorgement of all ill-
     gotten gains, including prejudgment interest.

          D.  The Commission's Complaint alleged that in connection with
     the offer, purchase and sale of securities in the form of promissory
     notes, raising approximately $26 million from nearly 500 investors,
     Freeman, directly and indirectly, made misrepresentations and
     omissions of material fact concerning the nature of the investments,
     the use of investor proceeds, the payment of commissions, the returns
     to be generated, and the risks involved.


                                   III.

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

          ACCORDINGLY, IT IS HEREBY ORDERED THAT:

          James G. Freeman be, and hereby is, barred from association with
     any broker, dealer, municipal securities dealer, investment adviser or
     investment company.


                            ======END OF PAGE 2======

          By the Commission. 



                                       
                                        Jonathan G. Katz
                                        Secretary