-------------------- BEGINNING OF PAGE #1 -------------------

                     UNITED STATES OF AMERICA
                           Before the 
                SECURITIES AND EXCHANGE COMMISSION


Securities Act of 1933
Release No. 7239 / November 2, 1995

Administrative Proceeding
File No. 3-8877    

______________________________
                              :
In the Matter of:             :    ORDER INSTITUTING PUBLIC
                              :    ADMINISTRATIVE PROCEEDINGS
                              :    PURSUANT TO SECTION 8A OF THE
RHEMA FOUNDATION, AND         :    SECURITIES ACT OF 1933, 
HASKELL D. STRATTON           :    MAKING FINDINGS AND
                              :    IMPOSING REMEDIAL SANCTIONS
______________________________:          
--------- FOOTNOTES ---------

                                I.

     The Securities and Exchange Commission ("Commission") deems
it appropriate and in the public interest to institute public
administrative proceedings against Respondent Rhema Foundation
("Rhema") and Respondent Haskell D. Stratton ("Stratton") of
Denver, Colorado pursuant to Section 8A of the Securities Act of
1933 ("Securities Act").

     In anticipation of the institution of these administrative
proceedings, Respondents Rhema and Stratton have submitted an
Offer of Settlement ("Offer") to the Commission, 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 in which the Commission is a party,
and without admitting or denying the findings herein, except as
to the jurisdiction of the Commission over him and over the
subject matter of these proceedings and as to findings contained
in paragraph III.A., which are admitted, Respondents Rhema and
Stratton consent to the entry of this Order Instituting
Proceedings, Making Findings and Imposing Remedial Sanctions
("Order").

                               II.

     Accordingly, IT IS HEREBY ORDERED that proceedings pursuant
to Section 8A of the Securities Act be, and they hereby are,
instituted.

                               III.

  On the basis of this Order and Respondents Rhema and Stratton's
Offer, the Commission makes the following findings:

     A.   Respondent Rhema is a non-profit Colorado corporation
controlled and operated by Respondent Stratton and based in
Denver, Colorado;

-------------------- BEGINNING OF PAGE #2 -------------------

     B.   From about December 1993 to July 1994, Respondents
Rhema and Stratton offered to sell to approximately two dozen
persons securities in the form of investment contracts for
trading programs in "prime bank" financial instruments;

     C.   Investor funds were purportedly to be used by promoters
other than Respondents Rhema and Stratton to purchase "prime
bank" debentures, letters of credit and other bank instruments in
amounts of $10 million.  These bank instruments purportedly would
then be resold to institutions in prearranged transactions, which
would create substantial profits; 

     D.   Respondents Rhema and Stratton offered the securities
by using offering documents containing representations which they
had no reasonable basis for believing were accurate.  Respondents
Rhema and Stratton represented to potential investors that the
investments were guaranteed, that annual profits could range as
high as 1742%, and that there was no risk to the investors'
funds.  Finally, Respondents Rhema and Stratton recklessly
represented that Respondent Rhema owned properties in foreign
countries and had provided scholarships to over 250 persons;

     E.   Respondents Rhema and Stratton failed to adequately
investigate to determine the truth of the representations they
were making to potential investors regarding their trading
programs; and,

     F.   Section 17(a) of the Securities Act prohibits, in the
offer and sale of securities, by the use of any means or
instruments of transportation or communication in interstate
commerce or by the use of the mails, directly or indirectly,
employing devices, schemes or artifices to defraud; obtaining
money or property by means of untrue statements of material facts
or omitting to state material facts necessary in order to make
the statements made, in light of the circumstances under which
they were made, not misleading; or engaging in acts,
transactions, practices or courses of business which operate or
would operate as a fraud or deceit.  By engaging in the acts
specified in paragraphs III.B through III.E. above, Respondents
Rhema and Stratton violated Section 17(a) of the Securities Act.



                               IV.

     Accordingly, IT IS HEREBY ORDERED pursuant to Section 8A of
the Securities Act, that Respondents Rhema and Stratton cease and
desist from committing or causing any violations, and any future
violations, of Section 17(a) of the Securities Act.

     By the Commission.



                                   Jonathan G. Katz
                                   Secretary