UNITED STATES SECURITIES AND EXCHANGE COMMISSION



SECURITIES EXCHANGE ACT OF 1934
RELEASE NO. 38088 / December 26, 1996 

ADMINISTRATIVE PROCEEDING FILE NO. 3-9210   

ADMINISTRATIVE PROCEEDINGS INSTITUTED AGAINST DENNIS LINDSAY
HELLIWELL 

     The U.S. Securities and Exchange Commission ("Commission")
instituted public administrative proceedings, pursuant to
Sections 15(b) and 19(h) of the Securities Exchange Act of 1934
("Exchange Act"), against Dennis Lindsay Helliwell ("Helliwell").

Helliwell, age 37, is president and 50% owner of The Helliwell
Group Limited.  The Commission's order instituting proceedings
alleges that Helliwell was enjoined for violating Section 17(a)
of the Securities Act of 1933 and Section 10(b) of the Exchange
Act and Rule 10b-5 thereunder in connection with his sale of
notes in a non-existent investment program.  Helliwell sold the
notes to at least thirty investors, raised approximately $2.58
million, and misappropriated most of the money.  A hearing will
be scheduled to determine whether the allegations against
Helliwell are true and, if so, what sanctions, if any, are
appropriate and in the public interest.