Clifford Ray Burton

SECURITIES EXCHANGE ACT OF 1934
Release No. 49370 / March 5, 2004

INVESTMENT ADVISERS ACT OF 1940 Release No. 2219 / March 5, 2004

Admin. Proc. File No. 3-11423

In the Matter of CLIFFORD RAY BURTON, Respondent.

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ORDER INSTITUTING ADMINISTRATIVE PROCEEDINGS PURSUANT TO SECTION 15(b) OF THE SECURITIES EXCHANGE ACT OF 1934 AND SECTION 203(f) OF THE INVESTMENT ADVISERS ACT OF 1940, MAKING FINDINGS AND IMPOSING REMEDIAL SANCTIONS

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") and Section 203(f) of the Investment Advisers Act of 1940 ("Advisers Act") against Clifford Ray Burton ("Burton" or "Respondent").

II.

In anticipation of the institution of these proceedings, Burton has submitted an Offer of Settlement ("Offer"), which the Commission has determined to accept. Solely for purposes of this proceeding and any other proceeding 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 Burton and the subject matter of this proceeding, and the findings contained in paragraph III.2 below, which are admitted, Burton consents to the entry of this Order Instituting Administrative Proceedings Pursuant to Section 15(b) of the Securities Exchange Act of 1934 and Section 203(f) of the Investment Advisers Act of 1940, Making Findings and Imposing Remedial Sanctions ("Order"), as set forth below.

III.

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

1. From about June 2000 to June 2001, Linville Group, LLC ("Linville") and Burton acted as brokers within the meaning of Section 3(a)(4) of the Exchange Act, Linville acted as an investment adviser within the meaning of Section 202(a)(11) of the Advisers Act, Burton acted as a person associated with a broker within the meaning of Section 15(b) of the Exchange Act, and Burton acted as a person associated with an investment adviser within the meaning of Sections 202(a)(17) and 203(f) of the Advisers Act in connection with his activities as Director of Sales of Linville.

2. On February 11, 2004, a final judgment was entered by consent against Burton, permanently enjoining him from future violations of Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933 ("Securities Act"), Sections 10(b) and 15(a)(1) of the Exchange Act, and Rule 10b-5 thereunder, in a civil action entitled Securities and Exchange Commission v. Linville Group, LLC, et al., Civil Action Number 3:01 CV 332-MU, in the United States District Court for the Western District of North Carolina.

3. The Commission's complaint alleged that Burton engaged in the following conduct, from at least January 3, 2001 to June 13, 2001:

a. Burton offered to sell and sold securities through the Linville Long-Term Growth Fund and the Linville Short-Term Fund without a registration statement being in effect as to such securities.

b. Even though Burton was effecting transactions in securities and inducing the purchase of securities, Burton was not registered as a broker-dealer.

c. Burton falsely represented that the Linville Group was a "fully licensed financial institution" when he knew or was reckless in not knowing that the company was not registered with the Commission or licensed as a financial institution.

IV.

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

Accordingly, it is hereby ORDERED:

Pursuant to Section 15(b)(6) of the Exchange Act and Section 203(f) of the Advisers Act, that Clifford Burton be, and hereby is, barred from association with any broker, dealer, or investment adviser.

Any reapplication for association by Burton will be subject to the applicable laws and regulations governing the reentry process, and reentry may be conditioned upon a number of factors, including, but not limited to, the satisfaction of any or all of the following: (a) any disgorgement ordered against Burton, whether or not the Commission has fully or partially waived payment of such disgorgement; (b) any arbitration award related to the conduct that served as the basis for the Commission order; (c) any self-regulatory organization arbitration award to a customer, whether or not related to the conduct that served as the basis for the Commission order; and (d) any restitution order by a self-regulatory organization, whether or not related to the conduct that served as the basis for the Commission order.

By the Commission.