UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

   Securities Exchange Act of 1934
   Release No. 42157 / November 19, 1999

   Accounting and Auditing Enforcement
   Release No. 1210 / November 19, 1999

   Administrative Proceeding
   File No. 3-10104

                                 ORDER INSTITUTING
       In the Matter of          PROCEEDINGS PURSUANT
                                 TO RULE 102(e) OF THE
     Michael J. Hooper, CPA,     COMMISSION'S RULES OF
                                 PRACTICE, MAKING
           Respondent.           FINDINGS, AND IMPOSING
                                 REMEDIAL SANCTIONS


   I.

   The Securities and Exchange Commission ("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 instituted against Michael J. Hooper ("Hooper").
   II.

   In anticipation of the institution of this proceeding, Hooper 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 in
   which the Commission is a party, and without admitting or denying any
   of the findings set forth herein, except as to jurisdiction over
   Hooper and over the subject matter of this proceeding and as to the
   entry of the permanent injunction as set forth in paragraph III. D.
   which Hooper admits, Hooper consents to the entry of this Order
   Instituting Proceedings Pursuant to Rule 102(e) of the Commission's
   Rules of Practice, Making Findings, and Imposing Remedial Sanctions
   ("Order") set forth below.
   III.

   The Commission makes the following findings.

   A. Hooper, age 47, holds a certificate as a Washington State certified
   public accountant, and was licensed as a Washington state CPA from