UNITED STATES OF AMERICA
BEFORE THE
SECURITIES AND EXCHANGE COMMISSION

SECURITIES ACT OF 1933
Release No. 8548 / March 2, 2005

ADMINISTRATIVE PROCEEDING
File No. 3-11839

CIBC Mellon Trust Company ("CIBC Mellon Trust") has submitted a letter, dated January 22, 2004, requesting a waiver of the disqualification from the exemption from registration under Regulation E arising from CIBC Mellon Trust's settlement of an injunctive proceeding in federal court and an administrative proceeding commenced by Commission.

On February 24, 2005, CIBC Mellon Trust consented to entry of, and the United States District Court for the District of Columbia entered, a Final Judgment permanently enjoining CIBC Mellon Trust from violating Section 5 of the Securities Act of 1933 ("Securities Act") and from violating Sections 10b, 15(a) and 17A(c)(1) of the Securities Exchange Act of 1934 ("Exchange Act") and Rule 10b-5 thereunder. The Final Judgment also ordered CIBC Mellon Trust to disgorge ill-gotten gains and to pay a civil monetary penalty pursuant to Section 20(d) of the Securities Act and Section 21(d) of the Exchange Act.

In addition, on March 2, 2005, pursuant to CIBC Mellon Trust's Offer of Settlement, the Commission issued an Order Instituting Public Administrative Proceedings Pursuant To Sections 15(b) and 17A(c) of the Securities Exchange Act of 1934, Making Findings and Imposing Remedial Sanctions against CIBC Mellon Trust. Under the Order, the Commission found that CIBC Mellon Trust had been enjoined from future violations of Section 17A(c)(1) of the Exchange Act by acting as a transfer agent for securities registered under Section 12 of the Exchange Act [15 U.S.C. § 78l] or which would be required to be registered under Section 12 of the Exchange Act except for the exemption from registration provided by subsections (g)(2)(B) or (g)(2)(G) of that section, from 1998 through 2004, without first registering with the Commission as a transfer agent as required by United States securities law. The Commission further found that in the injunctive action CIBC Mellon Trust had been found to have violated Section 15(a) of the Exchange Act by acting as a broker-dealer as defined by Sections 3(a)(4) and 3(a)(5) of the Exchange Act. In the Order, the Commission censured CIBC Mellon Trust and ordered it to undertake remedial measures designed to help prevent the recurrence of the conduct that gave rise to the federal court and administrative proceedings.

The Regulation E exemption is not available for the securities of an issuer if the issuer or any of its affiliates is subject to any order, judgment, or decree of a court "temporarily or permanently restraining or enjoining such person from engaging in or continuing in any conduct or practice in connection with the purchase or sale of any security." See Rule 602(b)(4) under the Securities Act. The Regulation E exemption is also not available for the securities of an issuer if a director, officer, principal security holder, investment adviser or underwriter of the securities to be offered, or any partner, director or officer of such investment adviser or underwriter, is temporarily or permanently restrained or enjoined by any court from engaging in or continuing any conduct or practice in connection with the purchase or sale of any security or arising out of such person's conduct as an underwriter, broker, dealer or investment adviser. See Rule 602(c)(2). Finally, the Regulation E exemption is not available to an issuer if it is subject to an order of the Commission entered pursuant to Section 15(b) of the Exchange Act. See Rule 602(e). Rule 602(e) provides, however, that disqualification "shall not apply . . . if the Commission determines, upon a showing of good cause, that it is not necessary under the circumstances that the exemption be denied."

Based upon the representations set forth in CIBC Mellon Trust's request, the Commission has determined that pursuant to Rule 602(e) a showing of good cause has been made that it is not necessary under the circumstances that the exemption be denied as a result of the Order.

Accordingly, IT IS ORDERED, pursuant to Rule 602(e) under the Securities Act, that a waiver from the application of the disqualification provisions of Rules 602(b)(4) and 602(c)(2) & (3) under the Securities Act resulting from the entry of the Order is hereby granted.

By the Commission.

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