UNITED STATES OF AMERICA
                                      BEFORE THE
                          SECURITIES AND EXCHANGE COMMISSION

     SECURITIES EXCHANGE ACT OF 1934
     Release No. 39431 / December 11, 1997

     ADMINISTRATIVE PROCEEDING
     File No. 3-9509

     ____________________________________
                                        :    ORDER INSTITUTING PUBLIC
     In the Matter of                   :    ADMINISTRATIVE PROCEEDINGS
                                        :    PURSUANT TO SECTIONS 15(b) AND 
     CHARLES O. HUTTOE                  :    19(h) OF THE SECURITIES  
                                        :    EXCHANGE ACT OF 1934, MAKING
     Respondent.                        :    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 instituted pursuant to Sections 15(b) and 19(h) of the
     Securities Exchange Act of 1934 ("Exchange Act") against Charles O. Huttoe
     ("Huttoe").

          In anticipation of the institution of these administrative
     proceedings, Huttoe has submitted an Offer of Settlement which the
     Commission has determined to accept.  Solely for the purpose of this
     proceeding and any other proceedings brought by or on behalf of the
     Commission, or in which the Commission is a party, and without admitting or
     denying the findings herein, except as to jurisdiction and those set forth
     in paragraphs II.A., B., C., and D. below, which are admitted, Huttoe
     consents to the entry of this Order Instituting Proceedings Pursuant to
     Sections 15(b) and 19(h) of the Securities Exchange Act of 1934, Making
     Findings and Imposing Remedial Sanctions.

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

                                         II.

          On the basis of this Order and the Offer of Settlement submitted by
     Huttoe, the Commission makes the following findings:<(1)>

          A.   Huttoe, 50 years old, was associated with Huttoe & Associates,
     Inc., a broker-dealer registered with the Commission, from August 1993
                              

          <(1)>     The  findings herein  are made  pursuant to  Respondent
          Huttoe's Offer of  Settlement and  are not binding  on any  other
          person or entity in this or any other proceeding.





     until October 26, 1995, when the Commission issued a cancellation order
     terminating the registration of Huttoe & Associates, Inc.  From 1994 until
     October 1996, Huttoe served as Chairman of the Board and Chief Executive
     Officer of Systems of Excellence, Inc. ("SOE"), the stock of which was
     registered with the Commission pursuant to Section 12(g) of the Exchange
     Act.  SOE, which maintained offices in Coral Gables, Florida and McLean,
     Virginia, purportedly was engaged in manufacturing and distributing video
     teleconferencing equipment.  Huttoe, who resided in Miami, Florida at the
     relevant time, currently is an inmate at the federal prison at Eglin Air
     Force Base in Eglin, Florida.

          B.   On November 7, 1996, the Commission filed a civil injunctive
     action in the United States District Court for the District of Columbia
     against Huttoe, alleging violations of the antifraud, securities
     registration, record-keeping, and reporting changes in holding provisions
     of the federal securities laws.  The Complaint alleged that beginning
     around March 9, 1995, SOE, under the direction of Huttoe, began a massive
     distribution of tens of millions of shares of unrestricted, freely-trading
     company stock to Huttoe's nominees and confederates, even though the
     distribution had not been registered with the Commission.  SEC v. Huttoe,
     et al., Civil Action No. 96-CV-02543 (GK)(D.D.C.). 

          C.   On November 13, 1996, Huttoe pleaded guilty to a two-count
     criminal information charging him with securities fraud and money
     laundering, in connection with substantially the same conduct alleged in
     the Commission's Complaint.  On January 31, 1997, Huttoe was sentenced to a
     federal prison term of 46 months followed by two years supervised release
     and a $10,000 fine.  United States v. Charles O. Huttoe, Cr. 96-429-A
     (JC)(E.D.Va.).

          D.   On November 26, 1997, the Court in SEC v. Huttoe entered a Final
     Judgment of Permanent Injunction against Huttoe prohibiting him from
     violating Sections 5 and 17(a) of the Securities Act of 1933, Sections
     10(b), 13(b)(5), and 16(a) of the Exchange Act, and Exchange Act Rules 10b-
     5, 13b2-1, 13b2-2, 16a-2, and 16a-3.  Huttoe consented to the entry of the
     Permanent Injunction against him without admitting or denying the
     allegations in the Complaint.
















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                                         III.

          In view of the foregoing, it is in the public interest to impose the
     sanction specified in the Offer of Settlement.

          ACCORDINGLY, IT IS HEREBY ORDERED THAT:

          Charles O. Huttoe be, and hereby is, barred from association with any
     broker, dealer, municipal securities dealers, investment adviser or
     investment company.


          By the Commission.




                                             Jonathan G. Katz
                                             Secretary

































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