UNITED STATES OF AMERICA
                                      Before the
                          SECURITIES AND EXCHANGE COMMISSION

          SECURITIES EXCHANGE ACT OF 1934
          Release No. 41129 / March 3, 1999

          INVESTMENT ADVISERS ACT OF 1940
          Release No.  1791 / March 3, 1999

          ADMINISTRATIVE PROCEEDING
          File No. 3-9839

          ____________________________       ORDER INSTITUTING
                                       :     ADMINISTRATIVE
                                       :     PROCEEDINGS PURSUANT TO
          In the Matter of             :     SECTIONS 15(b) AND 19(h) OF
                                       :     THE SECURITIES EXCHANGE ACT OF   
                                       :     1934 AND SECTIONS 203(e) AND
                                       :     203(f) OF THE INVESTMENT
                                       :     ADVISERS ACT OF
          R. SCOT RUBEL,               :     1940, MAKING FINDINGS AND
                         Respondent    :     IMPOSING REMEDIAL SANCTIONS
          _____________________________:

                                       I.

               The 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) and Sections 203(e) and 203(f) of the
          Investment Advisers Act of 1940 (Advisers Act), against R. Scot
          Rubel (Rubel).

               In anticipation of the institution of these administrative
          proceedings, the Respondent has submitted an Offer of Settlement,
          which the Commission has determined to accept.  Solely for the
          purpose of this proceeding and any other proceeding 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 the findings contained in Section
          III. A. through III. C. herein, which are admitted, the
          Respondent consents to the entry of this Order Instituting
          Administrative Proceedings Pursuant to Sections 15(b) and 19(h)
          of the Securities Exchange Act of 1934 and Sections 203(e) and
          203(f) of the Investment Advisers Act of 1940, Making Findings
          and Imposing Remedial Sanctions (Order).



                                        II.

               Accordingly, it is ordered that administrative proceedings
          be, and hereby are, instituted.


                                         III.

               On the basis of this Order and the Offer of Settlement
          submitted by the Respondent, the Commission makes the following
          findings:

               A.   Rubel, age 34, a resident of Hawthorne Woods, Illinois,
          acted as an unregistered investment adviser, and an associated
          person of an investment adviser, from at least October 1995 until
          November 1996 and acted as the managing member of Theta Group LLC
          (Theta), a broker-dealer registered with the Commission, from at
          least April 1995 until December 1996.

               B.   On  November 19, 1997, the United States District Court
          for the Northern District of Illinois, in the case of SEC v.
          Theta Group LLC, Shadowstone Partners I, LLC, Scott S. Bell and
          R. Scot Rubel, (U.S.D.C., N.D. Illinois, Civil Action No. 96-C-
          7987, Filed December 6, 1996), entered an Order of Permanent
          Injunction against Rubel which, among other things, enjoined
          Rubel from further violations of Section 17(a) of the Securities
          Act of 1933 and Section 10(b) of the Securities Exchange Act of
          1934 and Rule 10b-5 thereunder.

               C.   The Commission's Complaint, as amended, in the above-
          noted injunctive action alleges that, between October 1995 and
          November 1996, Rubel and others made fraudulent
          misrepresentations and omissions of material fact in the offer
          and sale of $13.4 million in membership interests in Theta.  The
          Complaint, as amended, further alleges that Rubel and others
          failed to inform investors that Rubel would be receiving at least
          $935,000 in investor monies, represented to investors that Theta
          had earned returns in 1993 and 1994 even though Theta did not
          exist, and claimed that Theta was earning profits when it was
          actually losing money.

                                         IV.

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







               Accordingly, IT IS ORDERED:

               That Rubel is barred from association with any broker,
          dealer, investment company, investment adviser or municipal
          securities dealer.

               By the Commission.






                                             Jonathan G. Katz
                                             Secretary