UNITED STATES OF AMERICA
                                      Before the
                          SECURITIES AND EXCHANGE COMMISSION


     SECURITIES EXCHANGE ACT OF 1934
     Release No. 39164 / September 30, 1997 

     ADMINISTRATIVE PROCEEDING
     File No. 3-9465
                                   
       
                                   )    ORDER INSTITUTING PROCEEDINGS,
     In the Matter of              )    MAKING FINDINGS AND IMPOSING
                                   )    REMEDIAL SANCTIONS
     MARK A. RITACCO,              )    
                                   ) 
               Respondent.         ) 
                                   )
                                   ) 
                                   ) 
      

                                          I.

          The Securities and Exchange Commission ("Commission") deems it
     appropriate and in the public interest to institute public administrative
     proceedings pursuant to Section 15(b) of the Securities Exchange Act of
     1934 ("Exchange Act") against Mark A. Ritacco ("Ritacco" or "Respondent").

          In anticipation of the institution of these proceedings, Ritacco has
     submitted an Offer of Settlement ("Offer") which the Commission has
     determined to accept.  Without admitting or denying the findings contained
     herein, except that Respondent admits the jurisdiction of the Commission
     over him and over the subject matter of these proceedings, and further
     admits the entry of the injunction set forth in paragraph II.B below,
     Ritacco consents to the issuance of this Order Instituting Proceedings,
     Making Findings and Imposing Remedial Sanctions ("Order").

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








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                                         II.

          On the basis of this Order and the Respondent's Offer, the Commission
     makes the following findings.

          A.   Respondent

          Ritacco, age 35, resides in Lake Oswego, Oregon.  Ritacco was a
     registered representative for three registered broker-dealers from 1985
     through 1992.  Beginning in 1992, Ritacco was the founder, president and
     sole shareholder of Integrated Wealth Management, Inc. ("Integrated"), an
     Oregon corporation that was registered with the Commission as an investment
     adviser from 1992 through August 30, 1996.  In July 1993, the state of
     Oregon's Department of Insurance and Finance found that Ritacco had sold
     unregistered securities and issued an order prohibiting him from
     transacting business in Oregon in violation of state securities laws,
     imposing conditions upon his use of exemptions from Oregon State
     registration, and imposing a $3,000 civil penalty.  In February 1994, the
     National Association of Securities Dealers censured and fined Ritacco
     $2,500 for "selling away" while at a registered broker-dealer and for lying
     to the NASD staff in the course of its investigation.

          B.   On September 10, 1997, a Final Judgment of Permanent Injunction
     and Other Legal and Equitable Relief ("Final Judgment") was entered against
     Ritacco by the United States District Court for the District of Oregon in
     the case entitled Securities and Exchange Commission v. Mark A. Ritacco et
     al., Civ. No. CV 97-1307 ST, enjoining him from future violations of
     Section 17(a) of the Securities Act of 1933 ("Securities Act"), Sections
     10(b) and 15(a) of the Exchange Act and Rule 10b-5 thereunder, and Sections
     204, 206(1), 206(2) and 206(4) of the Investment Advisers Act of 1940
     ("Advisers Act") and Rules 204-1(b)(1) and 206(4)-4 thereunder.  Ritacco
     had consented to the entry of the Final Judgment without admitting or
     denying any of the allegations contained in the Complaint, except as to
     jurisdiction which he admitted.  

          C.   The Commission's complaint in the above action alleged the
     following facts with regard to Ritacco.  From May 1992 through March 1993
     Ritacco primarily through Integrated offered and sold approximately
     $1,600,000 in high risk promissory notes issued by three start-up companies
     owned by third parties to 45 advisory clients residing in Oregon, Utah and
     Washington.  Ritacco misrepresented to clients that the promissory notes
     were as safe as bank certificates of deposit or money market mutual funds
     but had a higher rate of return.  In addition, Ritacco caused Integrated to
     fail to amend its Form ADV to disclose:  (1) Ritacco's disciplinary
     history; and (2) the fact that Ritacco had assumed marketing
     responsibilities for one of the companies for whom he sold promissory
     notes.  Ritacco also acted as an unregistered broker-dealer in selling the
     promissory notes.  In addition from June 1993 through November 1995,
     Ritacco offered and sold in part through Integrated approximately $582,000
     in promissory notes issued by three Oregon corporations that Ritacco
     controlled to 15 investors and clients.  From February 1994 through
     December 1995, Ritacco misrepresented the intended use of proceeds and
     improperly diverted approximately $248,600 or 43% of these offerings to a
     fourth Oregon corporation which Ritacco also controlled.





                                         III.

          In view of the foregoing, the Commission deems it appropriate and in
     the public interest to impose the sanctions specified by Ritacco in his
     Offer. 

          Accordingly, IT IS ORDERED, that:

          Mark A. Ritacco be, and hereby is, barred from association with any
     broker, dealer, investment adviser, investment company or municipal
     securities dealer.

          By the Commission.




                                        Jonathan G. Katz
                                        Secretary 


































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