UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

   SECURITIES EXCHANGE ACT OF 1934
   RELEASE NO. 42206 / December 7, 1999

   ADMINISTRATIVE PROCEEDING
   FILE NO. 3-10113

   In the Matter of

   Scott A. Rude, Respondent.
   Order Instituting Proceedings,
   Making Findings and Imposing
   Remedial Sanctions Pursuant to
   Sections 15(b) and 19(h) of
   The Securities Exchange Act of 1934

I.

   The Securities and Exchange Commission ("Commission") deems it
   appropriate and in the public interest and for the protection of
   investors that public administrative proceedings be instituted against
   Scott A. Rude ("Rude") pursuant to Sections 15(b) and 19(h) of the
   Securities Exchange Act of 1934 ("Exchange Act").

II.

   In anticipation of the institution of these proceedings, Rude 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 the Commission's
   findings set forth in Paragraphs III A and B, which are admitted, Rude
   consents to the entry of this Order Instituting Proceedings, Making
   Findings and Imposing Remedial Sanctions pursuant to Sections 15(b)
   and 19(h) of the Exchange Act ("Order").

   Accordingly, it is hereby ordered that proceedings pursuant to
   Sections 15(b) and 19(h) of the Exchange Act be and hereby are
   instituted.

III.

   On the basis of this Order and Rude's Offer, the Commission finds that