UNITED STATES OF AMERICA
                                      before the
                          SECURITIES AND EXCHANGE COMMISSION

     SECURITIES EXCHANGE ACT OF 1934
     Release No. 3-9410 / September 15, 1997 

     ADMINISTRATIVE PROCEEDING 
     File No. 3-9410

                                   
                                   :    ORDER INSTITUTING ADMINISTRA-
     In the Matter of              :    TIVE PROCEEDINGS PURSUANT TO
                                   :    SECTIONS 15(b) AND 19(h) OF
     RODNEY B. HEDGES,             :    THE SECURITIES EXCHANGE ACT
                                   :    OF 1934, MAKING FINDINGS AND
               Respondent.         :    IMPOSING REMEDIAL SANCTIONS    
                                   :
                                   :

                                          I

          The Securities and Exchange Commission ("Commission") deems it
     appropriate and in the public interest that public administrative
     proceedings be instituted pursuant to Sections 15(b) and 19(h) of the
     Securities Exchange Act of 1934 ("Exchange Act") against Respondent Rodney
     B. Hedges ("Hedges" or "Respondent").

                                          II

          In anticipation of the institution of these proceedings, Hedges has
     submitted an Offer of Settlement ("Offer") for the purpose of resolving
     these proceedings, which Offer 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 contained herein,
     except as to the jurisdiction of the Commission over Respondent and over
     the subject matter of this proceeding and except as to paragraphs III. A.
     and E. below, which are admitted, Respondent, by his Offer, consents to the
     entry of the findings and remedial sanctions set forth below.

          Accordingly, it is ordered that proceedings pursuant to Sections 15(b)
     and 19(h) of the Exchange Act be, and hereby are, instituted.










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                                         III

          On the basis of this Order and Respondent's Offer, the Commission
     finds<(1)> that: 

          A.   From April 1985 until December 1993, Hedges was associated as a
     registered representative  with various registered broker-dealers located
     in Salt Lake City, Utah and Santa Rosa, California.

          B.  From at least 1988 through September 1991, while employed as a
     salesman at the various broker-dealers, Hedges was responsible for offering
     and selling a significant amount of the common stock of Cascade
     International, Inc. ("Cascade").

          C.  Hedges omitted to disclose to his customers, who purchased and
     sold Cascade stock during the relevant periods, that he had established
     numerous nominee accounts to facilitate illegal trading in Cascade stock by
     Victor G. Incendy ("Incendy"), Cascade's former chief executive officer.

          D.  Hedges also failed to disclose to his customers that, in addition
     to commissions, he received additional compensation of at least $200,000
     from Incendy for opening these nominee accounts.

          E.   On January 24, 1997, Hedges pled guilty to one count of
     securities fraud under Section 10(b) of the Exchange Act relating to the
     sales of Cascade common stock.  On April 11, 1997, a federal judge
     sentenced Hedges to seven years in prison for his role in this matter. 
     U.S. v. Hedges, Docket No. 94-8108-Cr-HURLEY (S.D. Fla.).

                                          IV

          In view of the foregoing, the Commission deems it appropriate and in
     the public interest to accept the Offer submitted by Hedges and impose the
     sanctions specified therein.

          ACCORDINGLY, IT IS ORDERED that Hedges is hereby barred from
     association with any broker, dealer, municipal securities dealer,
     investment adviser or investment company.

          By the Commission.



                                             Jonathan G. Katz
                                             Secretary



                              

          <(1)>   The findings contained  herein are not  binding on anyone
          other than Hedges.

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