Michael Earl Hill

UNITED STATES OF AMERICA
before the
SECURITIES AND EXCHANGE COMMISSION

SECURITIES ACT OF 1933
Release No. 8204 / March 17, 2003

SECURITIES EXCHANGE ACT OF 1934
Release No. 47509 / March 17, 2003

ADMINISTRATIVE PROCEEDING
File No. 3-11065

I.

The Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest that public administrative proceedings be, and hereby are, instituted pursuant to Section 15(b) of the Securities Exchange Act of 1934 ("Exchange Act") against Michael Earl Hill ("Respondent" or "Hill").

II.

In anticipation of the institution of these proceedings, Respondent has submitted an Offer of Settlement (the "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 findings herein, except as to the Commission's jurisdiction over Respondent and the subject matter of these proceedings, and the findings contained in Sections III.2 and III.4 below, which are admitted, Respondent consents to the entry of this Order Instituting Administrative Proceedings Pursuant to Section 15(b) of the Securities Exchange Act of 1934, Making Findings, and Imposing Remedial Sanctions ("Order"), as set forth below.

III.

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

1. From September 1991 through December 2000, Hill was a registered representative associated with broker-dealers registered with the Commission. Hill, 56 years old, is a resident of Plano, Texas.

2. On March 7, 2003, a final judgment was entered by consent against Hill, permanently enjoining him from future violations of Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933 ("Securities Act"), Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, in the civil action entitled Securities and Exchange Commission v. Michael Earl Hill, et al., Civil Action Number 3:01-CV-2189X, in the United States District Court for the Northern District of Texas.

3. The Commission's complaint alleged that, in connection with the sale of certificates of deposit, Hill misused and misappropriated investor funds, falsely stated to investors that their funds were invested, sent out false account statements indicating that investors funds were fully invested and earning returns, and otherwise engaged in a variety of conduct which operated as a fraud and deceit on investors. The complaint also alleged that Hill sold unregistered securities.

4. On December 5, 2001, Hill pled guilty to one count of securities fraud in violation of Title 15 United States Code Sections 77q(a) and 77x and one count of mail fraud in violation of Title 18 United States Code, Section 1341, before the United States District Court for the Northern District of Texas, in United States v. Michael Earl Hill, Crim. Information No. 3:01-CR-361-R(01). On October 18, 2002, a judgment in the criminal case was entered against Hill. He was sentenced to a prison term of 120 months followed by three years of supervised release and ordered to make restitution in the amount of $1,691,718.75.

5. The counts of the criminal information to which Hill pled guilty alleged, inter alia, that Hill defrauded investors and obtained money and property by means of materially false and misleading statements, that he used the United States mails to send false account statements, and that he caused commercial interstate carriers to deliver investors' checks to him.

IV.

In view of the foregoing, the Commission deems it appropriate and in the public interest to impose the sanctions specified in Respondent Hill's Offer.

ACCORDINGLY, IT IS HEREBY ORDERED:

Pursuant to Section 15(b)(6) of the Exchange Act, that Respondent Hill be, and hereby is, barred from association with any broker or dealer.

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

Jonathan G. Katz
Secretary