UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. )*
New England Investment Companies, L.P.
(Name of Issuer)
Units of Limited Partnership Interest
(Title of Class of Securities)
644095 10 1
(CUSIP Number)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).<PAGE>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ROGER O. BROWN
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[]
(b)[]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5. SOLE VOTING POWER
677,500 units
6. SHARED VOTING POWER
0 units
7. SOLE DISPOSITIVE POWER
677,500 units
8. SHARED DISPOSITIVE POWER
0 units
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
677,500 units
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [X]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
Item 1(a) Name of Issuer:
New England Investment Companies, L.P.
1(b) Address of Issuer's Principal Executive Offices:
399 Boylston Street
Boston, MA 02116
Item 2(a) Name of Person Filing:
Roger O. Brown
2(b) Address of Principal Business Office or, if none,
Residence:
Brown & Brown L.L.C.
225 W. Washington Street
Suite 1650
Chicago, Illinois 60606
2(c) Citizenship:
USA
2(d) Title of Class of Securities:
Units of Limited Partnership Interest
2(e) CUSIP Number:
644095 10 1
Item 3 If this statement if filed pursuant to Rules 13d-1(b), or
13d-2(b):
Not applicable.
Item 4 Ownership:
4(a) Amount beneficially owned:
677,500 units
4(b) Percent of Class:
9.9%<PAGE>
4(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
677,500 units
(ii) shared power to vote or to direct the vote:
0 units
(iii) sole power to dispose or to direct the disposition of:
677,500 units
(iv) shared power to dispose or to direct the disposition of:
0 units
The Reporting Person has sole voting and dispositive power with
respect to 895,471 units of limited partnership interest in NEIC
Operating Partnership, L.P. ("NEICOP"), a private partnership
affiliated with Issuer. Such units in NEICOP are owned as follows:
Roger O. Brown Revocable Trust U/A/D 12/16/82 - 469,902; Barbara E.
Brown Revocable Trust U/A/D 12/16/82 - 156,310; Brown Generation
Trust U/A/D 8/16/91 - 100,803; and Investment Income Partnership -
168,456.
All units reported herein are units which the persons listed in the
immediately preceding paragraph may acquire in the future through
the exchange of an equal number of limited partnership units of
NEICOP. The disclosure excludes units in Issuer that may be
acquired upon the permitted exercise of exchange rights with
respect to 217,971 NEICOP limited partnership units that may not be
exercised within 60 days. Insofar as the managing general partner
of NEICOP has the authority to withhold consent from any such
future exchanges as provided in the amended partnership agreement
of NEICOP, the Reporting Person may not be the "beneficial owner"
of any units of Issuer within the meaning of Rule 13d-3(d)(l)(i),
and this schedule shall not be construed as an admission that the
Reporting Person is such a "beneficial owner."
Item 5 Ownership of Five Percent or Less of a Class:
Not Applicable.
Item 6Ownership of More than Five Percent on Behalf of Another
Person:
Not Applicable.
Item 7Identification and Classification of the Subsidiary which
Acquired the Security Being Reported on by the Parent Holding
Company:
Not Applicable.
Item 8Identification and Classification of Members of the Group:
Not Applicable.
Item 9Notice of Dissolution of Group:
Not Applicable.
Item 10Certification:
By signing below the undersigned certifies that, to the best of its
knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not acquired
for the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any
transaction having such purpose or effect.
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
February 6, 1998
/s/ Roger O. Brown
Roger O. Brown
