IN THE MATTER OF

William Bruce Kay,

Former President and CEO of CU Master Insurance Services Incorporated (CUSO), of Hughes Aircraft
Employees Federal Credit Union, Manhattan Beach, California

ORDER OF PROHIBITION

     Pursuant to Section 206(i)(1) of the Federal Credit Union Act,

12 U.S.C. § I 786(i)(1), you are hereby notified that you are prohibited 

from participating in any manner in the affairs of any federally insured 

credit union. This prohibition results from activities you engaged in 

during your affiliation with CU Master Insurance Services Incorporated 

and Hughes Aircraft Employees Federal Credit Union. This prohibition is

effective immediately upon service. In accordance with Section 206(g)(7)(A)

of the Federal Credit Union Act, 12 U.S.C. §1786(g)(7)(A), this Order

shall constitute a prohibition from further participation in any manner

in the affairs of any federally insured financial institution, or other

entity identified therein, without the written permission of the appropriate

federal regulatory agency. This Order has been issued based upon the 

following information.

     You pled nolo contendere to one count of the California Penal Code 

487(A), Grand Theft of Property over $400.00. On July 1, 1999, by the 

Municipal Court of South Bay Judicial District, County of Los Angeles, 

State of California, you were sentenced to I day of prison followed by 

three years of probation and perform 300 hours of community service. A 

copy of the Judgment in a Criminal Case, printed July 7, 1999, is 

attached to this Order as Attachment I and is incorporated by reference 

herein. 




     You committed the offense which forms the basis for your conviction 

while you were president of CU Master Insurance Services Incorporated, a 

Credit Union Service Organization (CUSO) of Hughes Aircraft Employees 

Federal Credit Union, Manhattan Beach, California. At the time of 

your criminal actions, CU Master Insurance Services Incorporated was a CUSO

of a federally-insured credit union.

     The offense to which you pled nolo contendere involves personal

dishonesty and breach of trust. Your continued participation in the affairs

of any federally insured credit union may pose a threat to the interests

of credit union members and may threaten to impair public confidence in 

the credit union involved.

NOTICE OF HEARING

     Pursuant to Section 206(i)(3), of the Federal Credit Union

Act, 12 U.S.C. §1786(i)(3), you may request in writing, within thirty

days of service of this Order, an opportunity for a hearing at which you

may present evidence and argument that your continued participation in

the affairs of any federally insured credit union would not, or would

not be likely to, pose a threat to the interests of that credit union's

members or threaten to impair public confidence in the credit union. Any

such request should be sent to: Secretary of the Board, National Credit

Union Administration, 1775 Duke Street, Alexandria, Virginia 22314-3428.

This hearing will be held in the Washington, D.C. metropolitan area, or

such other place as designated by the Board, in accordance with Subpart

D of Part 747 of the National Credit Union Administration's Rules and

Regulations, 12 C.F.R. §747.301 et. seq.

PENALTY FOR VIOLATION OF ORDER OF PROHIBITION

     Pursuant to Section 206(k)(2) of the Federal Credit Union

Act, 12 U.S.C. § 1786(k)(2), any violation of this Order may subject

you to a Civil Money Penalty of up to $1,000,000.00 a day for each day

said violation continues. In addition, pursuant to Section 206(l) of the

Federal Credit Union Act, 12 U.S.C. § 1786(I), any violation of this

Order is a felony offense that is punishable by imprisonment of up to

five years and a fine of up to $1,000,000.00.


         Dated this 22nd day of November, 1999.

         National Credit Union Administration
         by

         ______________________________________
         Jane A. Walters
         Regional Director, Region VI
         National Credit Union Administration