UNITED STATES SECURITIES AND EXCHANGE COMMISSION


          Investment Advisers Act of 1940
          Release No. 1715 / April 13, 1998

          Administrative Proceeding
          File No.  3-9578

          IN THE MATTER OF STEVEN L. DOWN

               The Commission instituted proceedings against Steven L. Down
          pursuant to Section 203 (f) of the Investment Advisers Act of
          1940.  The Order sets a public hearing, at a time and place to be
          fixed and before an Administrative Law Judge, for the purposes of
          taking evidence on the question of whether Down should be
          sanctioned based upon the entry of a civil injunction against him
          in Securities and Exchange Commission v. Investors Dynamics
          Corporation and Steven L. Down.

               The Commission's complaint in the civil action alleged that
          from October 1994 through March 1996, Down offered and sold
          unregistered securities in the form of a pyramid marketing plan.
          The complaint also alleged that in marketing these securities
          Down fraudulently:  exaggerated earnings projections by stating
          participants in the program could earn $1,000 per week; failed to
          disclose the risk of market saturation which arose as a result of
          the pyramid nature of IDC's membership program with the
          consequent risk that latecomers to the pyramid program might not
          realize the same returns received by prior members; and failed to
          disclose that Down, had received virtually all the net profit of
          the company in the form of putative loan repayments or other
          compensation.