UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

   SECURITIES EXCHANGE ACT OF 1934
   Release No. 43160 / August 16, 2000

   ACCOUNTING AND AUDITING ENFORCEMENT
   Release No. 1293 / August 16, 2000

   ADMINISTRATIVE PROCEEDING
   File No. 3-10271

   In the Matter of

   WILLIAM J. McCLINTOCK, C.A., Respondent.
   ORDER INSTITUTING PROCEEDINGS
   PURSUANT TO RULE 102(e) OF THE
   COMMISSION'S RULES OF PRACTICE
   MAKING FINDINGS, AND IMPOSING
   REMEDIAL SANCTIONS

   I.

   The Commission deems it appropriate and in the public interest that
   public administrative proceedings pursuant to Rule 102(e)(3) of the
   Commission's Rules of Practice be, and hereby are, instituted against
   William J. McClintock (McClintock).

   II.

   In anticipation of the institution of this proceeding, McClintock has
   submitted an Offer of Settlement (Offer) 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
   Commission's findings set forth herein, except that he admits the
   Commission's finding that a Final Judgment of PermanentInjunction and
   Other Relief has been entered against him as set forth in Paragraph
   III.C below and admits the Commission's jurisdiction over him and over
   the subject matter of this proceeding, McClintock consents to the
   entry of this Order that contains the findings set forth herein and
   the imposition of the remedial sanctions set forth below.

   III.

   The Commission finds the following