United States of America
Before the
Securities and Exchange Commission

Securities Exchange Act of 1934
Release No. 46565 / September 27, 2002

Investment Advisers Act of 1940
Release No. 2062 / September 27, 2002

Administrative Proceeding
File No. 3-10901

I.

The Securities and Exchange Commission ("Commission") deems it appropriate in the public interest that public administrative proceedings be instituted against Bruce D. Le Duc ("Le Duc") pursuant to Section 15(b) of the Securities Exchange Act of 1934 ("Exchange Act") and Section 203(f) of the Investment Advisers Act of 1940 ("Investment Advisers Act").

II.

In anticipation of the institution of these proceedings, Le Duc has submitted an Offer of Settlement ("Offer"), 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 to which the Commission is a party, and without admitting or denying the Commission's findings contained herein, except as to the Commission's jurisdiction over Le Duc and over the subject matter of this proceeding, and to the Commission's findings set forth in Paragraphs III.A., III.B. and III.C., which are admitted, Le Duc consents to the entry of this Order Instituting Proceedings, Making Findings and Imposing Remedial Sanctions Pursuant to Section 15(b) of the Securities Exchange Act of 1934 and Section 203(f) of the Investment Advisers Act of 1940 ("Order").

Accordingly, IT IS HEREBY ORDERED that proceedings pursuant to Sections 15(b) of the Exchange Act and Section 203(f) of the Investment Advisers Act are hereby instituted.

III.

On the basis of this Order and Le Duc's Offer, the Commission finds that:

1. Le Duc was a registered representative of a registered broker-dealer and investment adviser from at least 1986 through 2001.
    
2. On May 30, 2002, in the case of SEC v. Bruce Le Duc (Case No. 02-CV-1185), the United States District Judge for the District of Minnesota entered an Order of Permanent Injunction against Le Duc, pursuant to his consent and without Le Duc admitting or denying the allegations in the Commission's Complaint, enjoining Le Duc from violating Sections 16(a) and 16(c) of the Exchange Act and Rule 16a-3 promulgated thereunder. The complaint alleged that from approximately September 1997 through February 1998, Le Duc aided and abetted George Kline's violations of Sections 16(a) and 16(c) of the Exchange Act as well as Rule 16a-3 promulgated thereunder.
    
3. On May 30, 2002, in the case of United States of America v. Bruce D. Le Duc, the United States District Court for the District of Minnesota accepted Le Duc's plea of guilty and entered a conviction against Le Duc for aiding and abetting violations of Section 16(a) of the Exchange Act and Rule 16a-3 thereunder in violation of 15 U.S.C. §§ 78p(a) and 78ff(a). The criminal indictment against Le Duc in that case was based on conduct similar to that alleged in the complaint described in paragraph B above.

IV.

In light of the foregoing, it is appropriate in the public interest to impose the sanctions specified in the Offer submitted by Le Duc.

Accordingly, IT IS HEREBY ORDERED that Bruce D. Le Duc be, and hereby is, barred from association with any broker, dealer or investment adviser with a right to reapply in three (3) years to the appropriate self-regulatory organization, or if there is none, to the Commission.

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

http://www.sec.gov/litigation/admin/34-46565.htm