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                     UNITED STATES OF AMERICA
                           Before the 
                SECURITIES AND EXCHANGE COMMISSION

INVESTMENT ADVISERS ACT OF 1940
Release No. 1534 / November 6, 1995

ADMINISTRATIVE PROCEEDING 
File No. 3-8881

                                            
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                               :   ORDER INSTITUTING PUBLIC      
                               :   ADMINISTRATIVE PROCEEDING
IN THE MATTER OF               :   PURSUANT TO SECTIONS 203(e)   
                               :   AND 203(f) OF THE
KEYPOINT FINANCIAL CORPORATION :   INVESTMENT ADVISERS ACT OF
AND MICHAEL R. WARREN          :   1940, MAKING FINDINGS AND     
                               :   IMPOSING REMEDIAL SANCTIONS
                               :  
                               :
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                                I.

     The Securities and Exchange Commission ("Commission") deems
it appropriate and in the public interest to institute a public
administrative proceeding, pursuant to Sections 203(e) and 203(f)
of the Investment Advisers Act of 1940 ("Advisers Act") against
Keypoint Financial Corporation ("Keypoint") and Michael R. Warren
("Warren") (collectively "Respondents").  Accordingly, IT IS
ORDERED that a proceeding pursuant to Section 203(e) and 203(f)
of the Advisers Act be, and hereby is, instituted. 

                               II.

     In anticipation of the institution of this proceeding, 
Respondents have submitted an Offer of Settlement to the
Commission 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, prior to a hearing pursuant to the
Commission's Rules of Practice [17 C.F.R. Section 201.1 et seq.],
without admitting or denying the findings contained herein,
except that Respondents admit the jurisdiction of the Commission
over them and over the subject matter of this proceeding, and the
entry of the Judgment of Permanent Injunction and Other Relief
against them, the Respondents consent to the entry of the
findings and remedial sanctions set forth below.

                               III.

     On the basis of this Order Instituting Public Administrative
Proceeding Pursuant to Sections 203(e) and 203(f) of the
Investment Advisers Act of 1940, Making Findings and Imposing
Remedial Sanctions ("Order") and the Respondents' Offer of
Settlement, the Commission finds that:

    A.    Keypoint has been registered with the Commission as an
investment adviser pursuant to Section 203(c) of the Advisers Act
(File No. 801-20629) since February 24, 1984.

     B.   At all relevant times, Warren was president, secretary,
and sole control person of Keypoint.

     C.   On October 31, 1995, a Judgment of Permanent Injunction

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and Other Relief was entered against Keypoint and Warren in the
United States District Court for the Central District of
California, permanently enjoining Keypoint and Warren from future
violations of Section 17(a) of the Securities Act of 1933,
Section 10(b) of the Securities Exchange Act of 1934 and Rule
10b-5 thereunder, and Sections 204, 206(1) and 206(2) of the
Investment Advisers Act of 1940.  SEC v. Keypoint Financial
Corporation et al., Civil Action No. 95-6542 KN (Ex) (C.D. Cal.).

Warren and Keypoint consented to the entry of the Judgment of
Permanent Injunction and Other Relief without admitting or
denying the allegations in the Commission's complaint.

     D.   The Commission's Complaint in the above-referenced case
alleged, among other things, that: 1) Keypoint, holding itself
out as a registered investment adviser, and Warren, posing as an
authorized sales agent of three insurance companies, advised
seven of Keypoint's clients to invest $638,768 in purported
insurance company annuities; 2) Warren was not an authorized
agent of the insurance companies, and he never invested his
clients' money into the annuity contracts; 3) Keypoint, through
Warren, offered and sold real estate mortgage limited partnership
units to two clients, raising $45,000; 4) Warren and Keypoint
misrepresented the annual yield on, the safety of, and the
liquidity of the limited partnership investments; 5) Warren and
Keypoint misrepresented to its clients the use of client funds
and misappropriated such funds; and 6) Keypoint refused to allow
the staff to inspect its records, as required by statute.

                               IV.

     Based upon the foregoing, the Commission deems it
appropriate and in the public interest to impose the sanctions
specified in the Respondents' Offer of Settlement.

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     Accordingly, IT IS HEREBY ORDERED that: 

     A.   Keypoint's registration with the Commission as an
investment adviser be, and hereby is, revoked; and 

     B.   Warren be, and Warren hereby is, barred from
association with any broker, dealer, municipal securities dealer,
investment adviser or investment company.

     By the Commission.




                                        Jonathan G. Katz
                                        Secretary