Warren L. Ware

INVESTMENT ADVISERS ACT OF 1940 Release No. 2267 / July 22, 2004

ADMINISTRATIVE PROCEEDING File No. 3-11555

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 203(f) of the Investment Advisers Act of 1940 ("Advisers Act") against Warren L. Ware ("Respondent" or "Ware").

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.2 below, which are admitted, Respondent consents to the entry of this Order Instituting Administrative Proceedings Pursuant to 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 Respondent's Offer, the Commission finds that:

1. From 2000 through January 27, 2004, Respondent, through his company W. L. Ware Enterprises and Investments, Inc., d/b/a Ware Enterprises and Investments, Inc., and/or d/b/a W. L. Ware Enterprises and Investments, LLC, and/or d/b/a Ware Enterprises and Investments, LLC ("Ware Enterprises"), raised at least $16.5 million from over 600 investors nationwide. During this time, Respondent acted as an unregistered investment adviser.

2. On May 16, 2004, a final judgment was entered by consent against Respondent, permanently enjoining him from future violations of Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and Sections 206(1) and 206(2) of the Advisers Act, in the civil action entitled Securities and Exchange Commission v. W.L. Ware Enterprises And Investments, Inc., d/b/a Ware Enterprises and Investments, Inc., Ware Enterprises and Investments, LLC, and W.L. Ware Enterprises and Investments, LLC, and Warren L. Ware, Case No. 6:04-CV-112-ORL-18-JGG, in the United States District Court for the Middle District of Florida.

3. The Commission's complaint alleged that Respondent used Ware Enterprises to operate a ponzi scheme called the "Dreamkeeper Program" in which he and his employees misled investors into believing Respondent was investing their funds in various highly profitable investments in the United States of America and other countries. The Commission's complaint also alleged that in reality Respondent was sending investors false statements showing the Dreamkeeper Program as profitable, while paying fraudulent "interest" payments that actually were nothing more than portions of other investors' funds. The complaint also alleged that Respondent sold unregistered securities, and that Respondent and his employees advised and encouraged individuals to invest in the Dreamkeeper Program.

IV.

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

Accordingly, it is hereby ORDERED:

Pursuant to Section 203(f) of the Advisers Act, that Respondent Ware be, and hereby is barred from association with any investment adviser;

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.

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