UNITED STATES OF AMERICA
                                     Before the 
                          SECURITIES AND EXCHANGE COMMISSION




     SECURITIES EXCHANGE ACT OF 1934
     Release No. 40084 / June 12, 1998

     INVESTMENT ADVISERS ACT OF 1940
     Release No.  1725 / June 12, 1998

     ADMINISTRATIVE PROCEEDING 
     File No.  3-9625 

     ______________________________
                                   :    ORDER INSTITUTING PUBLIC
                                   :    ADMINISTRATIVE PROCEEDINGS,
     In the Matter of              :    MAKING FINDINGS AND IMPOSING
     EMMANUEL A.U. LAGPACAN,       :    REMEDIAL SANCTIONS
                                   :
                    Respondent.    :
     ______________________________:


                                          I.

          The Securities and Exchange Commission ("Commission") deems it
     appropriate and in the public interest to institute a public administrative
     proceeding pursuant to Sections 15(b) and 19(h) of the Securities Exchange
     Act of 1934 ("Exchange Act") and Section 203(f) of the Investment Advisers
     Act of 1940 ("Advisers Act") against Emmanuel A.U. Lagpacan ("Lagpacan").

          In anticipation of the institution of this proceeding, Lagpacan has
     submitted an Offer of Settlement ("Offer") 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, Lagpacan, without
     admitting or denying the findings contained herein (except as to the
     jurisdiction of the Commission over him and over the subject matter of
     these proceedings and the entry of the injunction set forth in paragraph
     II.D. below, which he admits), consents to the entry of the findings and
     remedial sanctions set forth below. 

          Accordingly, IT IS ORDERED that a proceeding pursuant to Sections
     15(b) and 19(h) of the Exchange Act and Section 203(f) of the Advisers Act
     be, and hereby is, instituted. 



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                                         II.

          On the basis of this Order and Lagpacan's Offer of Settlement, the
     Commission finds that:

          A.   From January 1985 until March 8, 1996, Lagpacan was a registered
               representative of a registered broker-dealer firm.  Effective May
               10, 1996, and continuing until July 7, 1997, Lagpacan was
               registered with the Commission as an investment adviser doing
               business under the name "Money Matters, Financial Consultants and
               Accountants." 

          B.   On August 1, 1997, the Commission commenced an action, Securities
               and Exchange Commission v. Lagpacan, et al., Case No. C-97-2849
               CW (the "Injunctive Action"), in the United States District Court
               for the Northern District of California charging in its Complaint
               that Lagpacan violated:  Section 17(a) of the Securities Act of
               1933 ("Securities Act"); Section 10(b) of the Exchange Act and
               Rule 10b-5 thereunder; and Sections 206(1), 206(2) and 206(4) of
               the Advisers Act and Rules 206(4)-2 and 206(4)-4 thereunder.

          C.   The Commission's Complaint in the Injunctive Action alleged that
               from January 1990 through at least February 1997, Lagpacan raised
               more than $4.4 million from more than 70 investors through
               material misrepresentations and omissions in connection with the
               purchase or sale, and in the offer or sale, of securities, both
               while acting as a registered representative of a registered
               broker-dealer and while acting as a registered investment
               adviser; that Lagpacan misused his advisory clients' funds; and
               that Lagpacan owes at least $3 million to certain of these
               clients and does not have sufficient assets to repay them.

          D.   On October 31, 1997, an Order of Permanent Injunction and Other
               Equitable Relief was entered by consent against Lagpacan in the
               Injunctive Action pursuant to which the United States District
               Court ordered that Lagpacan be permanently enjoined and
               restrained from, directly or indirectly, violating Section 17(a)
               of the Securities Act, Section 10(b) of the Exchange Act and Rule
               10b-5 thereunder, and Sections 206(1), 206(2) and 206(4) of the
               Advisers Act and Rules 206(4)-2 and 206(4)-4 thereunder.




                                         III.

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

          Accordingly, IT IS HEREBY ORDERED that, effective immediately,
     Lagpacan is barred from association with any broker, dealer, municipal

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     securities dealer, investment adviser or investment company.

     By the Commission.




                                   Jonathan G. Katz
                                   Secretary












































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