UNITED STATES OF AMERICA
                                      Before The
                          SECURITIES AND EXCHANGE COMMISSION


          SECURITIES ACT OF 1933
          Release No.  7657 \ March 19, 1999

          SECURITIES EXCHANGE ACT OF 1934
          Release No. 41190 \ March 19, 1999

          ADMINISTRATIVE PROCEEDING
          File No. 3-9699


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            _____________________________
                                           :  ORDER AMENDING ORDER
                                           :  INSTITUTING PUBLIC
            In the Matter of               :  ADMINISTRATIVE PROCEEDINGS,
                                           :  MAKING FINDINGS, IMPOSING
                                           :  OLDE DISCOUNT CORP.,   
                                           :  REMEDIAL SANCTIONS AND MONETARY
                                           :  PENALTIES, AND ISSUING CEASE-
            ERNEST J. OLDE,                :  AND-DESIST ORDERS
            STANLEY A. SNIDER AND          :
            DANIEL D. KATZMAN,             :
                                           :
                 Respondents.              :
                                           :
                                           :
            _____________________________  :
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               On  September  10,  1998,  the   Securities   and   Exchange
          Commission   ("Commission")   instituted   public  administrative
          proceedings against Olde Discount Corp. ("Olde"), Ernest J. Olde,
          Stanley A. Snider and Daniel D. Katzman and accepted their offers
          of   settlement   pursuant   to   an  Order  Instituting   Public
          Administrative Proceedings Pursuant To Sections 15(b), 19(h), And
          21C Of The Securities Exchange Act  Of 1934 And Section 8A Of The
          Securities  Act  Of  1933,  Making  Findings,  Imposing  Remedial
          Sanctions  And Monetary Penalties, And  Issuing  Cease-And-Desist
          Orders ("Order").  Pursuant  to paragraph VI.A.4.a. of the Order,
          Olde was, within thirty days of  the date of the Order, to retain
          an  independent  consultant  who would  conduct  a  comprehensive
          review of Olde’s policies and procedures.  Paragraph VI.A.4.a.(3)
          requires the independent consultant  to  prepare a written report
          of  his findings and recommendations within  six  months  of  the
          entry  of  the  Order  and  states that "Olde shall be provided a
          reasonable opportunity to comment  on  the  Consultant's report."
          Paragraph  VI.A.4.c.  authorizes  the independent  consultant  to
          provide copies of the report to the  staff  within  six months of
          the entry of the Order.  The independent consultant has requested
          that he be given an additional 90 days to complete his  work  and
          prepare  his  report and that Olde be given 30 days to comment on
          the report.  The  Commission  deems  it is appropriate and in the
          public  interest  to  amend  its Order in  accordance  with  this
          request.

               Accordingly, it is hereby  ordered that the Order is amended
          such  that:  (1)  the independent consultant  shall  prepare  and
          provide  to  Olde  a  written   report   of   his   findings  and
          recommendations  by  June  7, 1999; (2) Olde shall be allowed  30
          days after receiving the report  to  comment  on  it; and (3) the
          independent   consultant   shall   submit   his   report  to  the
          Commission’s Atlanta District Office staff by July 7, 1999.

               By the Commission.



                                                  Jonathan G. Katz
                                                  Secretary




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