UNITED STATES OF AMERICA
before the
SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934
Release No. 41941 / September 29, 1999

   ADMINISTRATIVE PROCEEDING
   File No. 3-10048
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                                     ORDER INSTITUTING PUBLIC
                                     ADMINISTRATIVE PROCEEDINGS
        In the Matter of             PURSUANT TO SECTION 15(b)
                                     THE SECURITIES EXCHANGE
       CHARLES D. LEDFORD,           ACT OF 1934, MAKING FINDINGS,
                                     AND IMPOSING PENNY STOCK BAR
           Respondent.
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   I.

   The Securities and Exchange Commission ("Commission") deems it
   appropriate and in the public interest that public administrative
   proceedings be instituted against Charles D. Ledford ("Ledford" or
   "Respondent") pursuant to Section 15(b) of the Securities Exchange Act
   of 1934 ("Exchange Act").

   In anticipation of the institution of these proceedings, Ledford has
   submitted an Offer of Settlement (the "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
   any of the findings contained herein, except as to the jurisdiction of
   the Commission over him and over the subject matter of these
   proceedings, and the matters set forth in paragraphs II.1. and II.3.
   below, and the entry of the injunction set forth in paragraph II.5.
   below, which are admitted, Ledford consents to the entry of this Order
   Instituting Public Proceedings Pursuant to Section 15(b) of the
   Securities Exchange Act of 1934, Making Findings, and Imposing Penny
   Stock Bar (the "Order"), by the Commission.

   Accordingly, IT IS HEREBY ORDERED that proceedings pursuant to Section
   15(b) of the Exchange Act be, and hereby are, instituted.

   II.