UNITED STATES OF AMERICA
                                      before the
                          SECURITIES AND EXCHANGE COMMISSION

          SECURITIES EXCHANGE ACT OF 1934
          Rel. No. 40525 / October 6, 1998

          Admin. Proc. File No. 3-9114


                                         :
          In the Matter of               :
                                         :
          Philadelphia Investors, Ltd.   :
                                         :
                                         :

          NOTICE THAT INITIAL DECISION HAS BECOME FINAL

          The time for filing a petition for review of the initial decision
          in this proceeding with regard to Philadelphia Investors, Ltd.
          has expired. [1]  No such petition has been filed with respect to
          Philadelphia Investors, Ltd., and the Commission has not chosen
          to review the decision as to Philadelphia Investors, Ltd. on its
          own initiative.

          It accordingly is ordered, pursuant to Rule 360 of the
          Commission's Rules of Practice, [2] that the initial decision of
          the administrative law judge [3] has become the final decision of
          the Commission as to Philadelphia Investors, Ltd.  The order
          contained in that decision censuring Philadelphia Investors,
          Ltd., ordering that Philadelphia Investors, Ltd. hire an outside
          consultant, approved by the Division of Enforcement, to audit and
          review its supervisory procedures, and ordering that Philadelphia
          Investors, Ltd. pay a civil penalty in the amount of $15,000, is
          hereby declared effective.

          Philadelphia Investors, Ltd. shall pay the civil penalty in the
          amount of $15,000 to the United States Treasury within 30 days of
          this Order.  Such payment shall be: (a) made by United States
          postal money order, certified check, bank cashier's check or bank
          money order; (b) made payable to the Securities and Exchange
          Commission; (c) mailed to the Comptroller, Securities and
          Exchange Commission, 6432 General Green Way, Suite B, Mail Stop
          0-3, Alexandria, Virginia 22312; and (d) submitted under cover
          letter which identifies Philadelphia Investors, Ltd. as one of
          the respondents in this proceeding, as well as the Commission's
          case number.  A copy of said cover letter and money order or
          check shall be sent to Merri Jo Gillette, District Trial Counsel,
          Philadelphia District Office, Securities Exchange Commission, The
          Curtis Center, Suite 1120 E, 601 Walnut Street, Philadelphia,
          Pennsylvania, 19106-3322.

          For the Commission by the Office of the General Counsel, pursuant
          to delegated authority.




          Jonathan G. Katz
          Secretary

          **FOOTNOTES**

[1]: On April 10, 1998, the Division of Enforcement filed an amended
petition for review of the sanctions imposed against Clarence Z. Wurts,
which this Commission granted.

[2]: 17 C.F.R. 201.360, Securities Exchange Act of 1934 Release No.
35833, 60 Fed. Reg. 32,738 (June 23, 1995).

[3]: Philadelphia Investors, Ltd. and Clarence Z. Wurts, Initial Decision
Release No. 123 (March 20, 1998), 66 SEC Docket 2645.