UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

   SECURITIES ACT OF 1933
   Release No. 7899 / September 26, 2000

   SECURITIES EXCHANGE ACT OF 1934
   Release No. 43353 / September 26, 2000

   ADMINISTRATIVE PROCEEDING
   File No. 3-10307

   In the Matter of

   Douglas J. Hopwood,,
   Respondent.
   ORDER INSTITUTING PUBLIC
   ADMINISTRATIVE AND
   CEASE-AND-DESIST PROCEEDINGS,
   MAKING FINDINGS, IMPOSING
   REMEDIAL SANCTIONS AND
   IMPOSING CEASE-AND-DESIST
   ORDER

   I.

   The Securities and Exchange Commission ("Commission") deems it
   appropriate in the public interest and for the protection of investors
   that public administrative and cease-and-desist proceedings be, and
   hereby are, instituted against Respondent Douglas J. Hopwood
   ("Respondent" or "Hopwood") pursuant to Section 8A of the Securities
   Act of 1933 ("Securities Act") and Sections 15(b), 19(h) and 21C of
   the Securities Exchange Act of 1934 ("Exchange Act").

   In anticipation of the institution of these proceedings, Hopwood has
   submitted an Offer of Settlement ("Offer"), which the Commission has
   determined to accept. Solely for the purpose of these proceedings and
   any other proceedings brought by or on behalf of the Commission or to
   which the Commission is a party, and without admitting or denying the
   Commission's findings contained herein, except that he admits the
   findings contained in paragraphs II.A and II.G and the jurisdiction of
   the Commission over him and the subject matter of these proceedings,
   Hopwood consents to the issuance of this Order Instituting Public
   Administrative and Cease-and-Desist Proceedings, Making Findings,
   Imposing Remedial Sanctions and Imposing Cease-and-Desist Order, and
   the entry of findings and the imposition of the sanctions set forth
   below.