UNITED STATES OF AMERICA
                                     Before the 
                          SECURITIES AND EXCHANGE COMMISSION



     Investment Advisers Act of 1940
     Release No.  1635 / June 6, 1997 

     Administrative Proceeding
     File No. 3-9043

     --------------------------------------
                                           |
     In the Matter of                      |      ORDER APPROVING
                                           |      A PLAN FOR THE  
     McKenzie Walker Investment Management,|      DISTRIBUTION OF
     Inc. and Richard C. McKenzie, Jr.     |      DISGORGED FUNDS
                                           |
                         Respondents       |
                                           |
     --------------------------------------                  
                                     

          On November 18, 1996, the Securities and Exchange Commission

     ("Commission") published a notice ("Notice") of a plan for the distribution

     of disgorged funds ("Disgorgement Plan") in connection with this

     proceeding, pursuant to Rule 612 of the Commission's Rules of Practice [17

     C.F.R. 201.612].   

          The Notice provided that all persons desiring to comment on the

     Disgorgement Plan submit their written views to the Commission by December

     18, 1996.  The Commission has not received any comments on the Disgorgement

     Plan.











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          Accordingly, IT IS HEREBY ORDERED, pursuant to Rule 613 of the

     Commission's Rules of Practice [17 C.F.R. 201.613], that the Disgorgement

     Plan is hereby approved.

          For the Commission, by its Secretary, pursuant to delegated authority.







                                        Margaret H. McFarland
                                        Deputy Secretary