UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

   Securities Act of 1933
   Release No. 7738 / September 10, 1999

   Securities Exchange Act of 1934
   Release No. 41853 / September 10, 1999

   Administrative Proceeding File No. 3-9125

   In the Matter of

   WAYNE J. CONNERS,
   THOMAS A. PIECHOWICZ,
   JAMES M. FLYNN,
   SHARON BARTOCK
   WINFRED KIPP and
   CHRISTOPHER D. CONWAY
   Respondents.
   ORDER APPROVING PLAN OF
   DISGORGEMENT AND
   ORDERING DISTRIBUTION

   On January 22, 1999, the Securities and Exchange Commission
   (Commission) published a Notice of Proposed Plan of Disgorgement and
   Opportunity for Comment by Non-Parties (Notice) in connection with
   this proceeding, pursuant to Rule 612 of the Commissions Rules of
   Practice (17 C.F.R. 201.612). The Plan proposed distribution of
   disgorgement of $10,000 made by Sharon Bartock.

   The Notice provided that all persons desiring to comment on the Plan
   of Disgorgement submit their written views to the Commission by
   February 22, 1999. The Commission has not received any comments on the
   Plan.

   Accordingly, IT IS HEREBY ORDERED, pursuant to Rule 613 of the
   Commissions Rules of Practice (17 C.F.R. 201.613), that the Plan of
   Disgorgement is hereby approved.

   IT IS HEREBY FURTHER ORDERED that the Comptroller of the Commission
   shall distribute the disgorgement funds as specified in the Plan of
   Disgorgement.

   By the Commission

   Jonathan G. Katz