William Whelan

Securities Exchange Act of 1934
Release No. 51132 / February 3, 2005

Admin. Proc. File No. 3-11808

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 William Whelan ("Whelan" or "Respondent").

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 him and the subject matter of these proceedings, and the findings contained in Section III.B. 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 the Offer submitted by Respondent, the Commission makes the following findings:

A. From at least 1999 through at least March 2002, Whelan acted as an unregistered broker.

B. On January 25, 2005, Whelan was permanently enjoined from violations of Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933 ("Securities Act") and Sections 10(b) and 15(a) of the Exchange Act and Rule 10b 5 promulgated thereunder, by the United States District Court for the Northern District of Texas (Dallas Division) [SEC v. Resource Development International, Inc., et al., 3:02-CV-0605-R ("SEC v. RDI, et al.")].

C. The Commission's Complaint in SEC v. RDI, et al., filed March 25, 2002, alleges that the defendants, from January of 1999 through the initiation of the civil action, executed a prime bank scheme, operated chiefly through Resource Development International, Inc. ("RDI"), that raised over $98 million from over 1300 investors nationwide. The Complaint further alleges that the defendants made false claims and material misrepresentations to investors concerning, among other things, the use of their money in Europe to trade financial instruments with the "top 50 World banks" in a program monitored by The Federal Reserve. The Complaint also further states that the defendants falsely told investors that their monies would generate annual returns of 48 to 120 percent and that their principal was completely safe and could be retrieved at any time. In reality, the Complaint alleges, the prime bank programs marketed to investors did not exist and RDI did not send investor funds to Europe for use in a trading program. Rather, the defendants misappropriated investment funds for personal and unauthorized uses, including making Ponzi payments to existing investors with funds provided by new investors. The Complaint also alleges that Whelan and others, in the course of marketing the prime bank programs, acted as unregistered brokers.

IV.

In view of the foregoing, the Commission deems it appropriate and in the public interest to accept the Offer of Settlement of William Whelan.

Accordingly, IT IS ORDERED:

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