UNITED STATES SECURITIES AND EXCHANGE COMMISSION


             SECURITIES EXCHANGE ACT OF 1934
             Release No.  41240 / April 1, 1999

             ACCOUNTING AND AUDITING ENFORCEMENT
             Release No.   1121 / April 1, 1999

             ADMINISTRATIVE PROCEEDING
             File No. 3-9862

             ADMINISTRATIVE PROCEEDINGS INSTITUTED AGAINST KPMG AUDIT
             PARTNER

                  The Commission has instituted administrative
             proceedings pursuant to Rule 102(e) of the Commission’s
             Rules of Practice against Carroll A. Wallace, CPA
             ("Wallace"), audit engagement partner with KPMG Peat
             Marwick, LLP in its Denver office, charging that he engaged
             in improper professional conduct by recklessly violating
             professional auditing and accounting standards in connection
             with his audit of the 1994 and 1995 financial statements of
             the Rockies Fund, Inc. ("the Fund"), a business development
             company based in Colorado Springs.

                  Previously, the Commission instituted administrative
             and cease-and-desist proceedings against the Fund, its
             president and independent members of its board of directors.
             The Division of Enforcement alleged that at the end of the
             Fund’s 1994 and 1995 calendar years, 40% and 21%
             respectively, of the Fund’s reported net assets consisted of
             securities issued directly to the Fund by Premier Concepts,
             Inc. ("Premier").  At the end of the 1994 calendar year, the
             Fund falsely designated these restricted securities as
             unrestricted, and, at the end of both calendar years,
             contrary to Generally Accepted Accounting Principles
             ("GAAP") and the Fund’s own valuation policy, overvalued the
             securities as if they could be sold at the bid price for
             unrestricted securities, skewing the valuations even further
             in 1995 by using the highest of three year-end bid prices.
             As a result, the Fund’s reported net assets were overstated
             by 27% in 1994 and 12% in 1995.  The case was tried before
             an Administrative Law Judge and the parties are awaiting an
             initial decision.  In the Matter of the Rockies Fund, Inc.,
             Stephen Calandrella, Charles Powell, Clifford Thygesen and
             John Power, Admin. Proc. File No. 3-9615; Rels. No. 34-
             40049, IC-23229.