H. Michael Richardson

Securities Exchange Act of 1934

Release No. 41448 / May 25, 1999

Administrative Proceeding

File No. 3-9913

I.

The Commission deems it appropriate and in the public interest that proceedings pursuant to Sections 15(b) and 19(h) of the Securities Exchange Act of 1934 ("Exchange Act") be, and they hereby are, instituted against H. Michael Richardson ("Richardson").

II.

In anticipation of the institution of these proceedings, Richardson has submitted an Offer of Settlement for the purpose of disposing of the issues raised by these proceedings. The Commission has determined that it is appropriate and in the public interest to accept Richardson's Offer of Settlement.

Solely for the purposes of this proceeding and any other proceeding brought by or on behalf of the Commission or in which the Commission is a party, Richardson:

A. admits the jurisdiction of the Commission over him and over the matters set forth in this Order; and

B. without admitting or denying the findings in this Order, except as to the entry of the injunction in Paragraph III.C. below, which is admitted, consents to entry of this Order and the imposition of the remedial sanction set forth below.

III.

The Commission finds: [ The findings herein are made pursuant to Richardson's Offer of Settlement and are not binding on any other person or entity in this or any other proceeding.]

A. That from 1985 through the present, Richardson was associated with First California Capital Markets Group, Inc., a broker-dealer registered with the Commission;

B. That a Final Judgment was entered as to Richardson permanently enjoining him from further violations of Section 17(a) of the Securities Act of 1933 and Sections 10(b) and 15B(c) of the Exchange Act, Rule 10b-5 promulgated thereunder, and Municipal Securities Rulemaking Board ("MSRB") Rules G-17 and G-19, by the United States District Court for the Northern District of California in an action entitled Securities and Exchange Commission v. First California Capital Markets Group, Inc., et. al., C 97-02761 CRB (N.D.Cal., April 5, 1999). Richardson consented to the entry of the Final Judgment without admitting or denying the allegations in the Commission's complaint; and

C. That the complaint alleged that Richardson: 1) in connection with two "pool" municipal bond offerings made material misrepresentations and omissions pertaining to the size of the pools and the intended use of the bond proceeds, and advised the pools to purchase unsuitable securities; 2) in connection with three land development municipal bond offerings made material misrepresentations and omissions pertaining to the value of the land, developer, and capitalization of the project; and 3) sold securities in contravention of MSRB Rules G-17 and G-19.

IV.

Based on the foregoing, the Commission deems it appropriate and in the public interest to accept Richardson's Offer of Settlement.

Accordingly, IT IS HEREBY ORDERED that H. Michael Richardson be, and he hereby is, barred from association with any broker, dealer, investment adviser, investment company or municipal securities dealer, with the right to reapply for association three years after entry of this order to the appropriate self-regulatory organization, or if there is none, to the Commission.

By the Commission.

Jonathan G. Katz

Secretary