UNITED STATES OF AMERICA
     before the 
     SECURITIES AND EXCHANGE COMMISSION

     SECURITIES EXCHANGE ACT OF 1934
     Rel. No. 

     Admin. Proc. File No. 3-9279

          ___________________________________

          In the Matter of

          MATT MATSON
          __________________________________

     ORDER THAT INITIAL DECISION HAS BECOME FINAL

          The time for filing a petition for review of the initial decision in
     this proceeding has expired.  No such petition has been filed, and the
     Commission has not chosen to review the decision on its own initiative.

          Accordingly, notice is hereby given, pursuant to Rule 360(e) of the
     Commission's Rules of Practice, that the initial decision of the
     administrative law judge <(1)> has become the final decision of the
     Commission.  The order contained in that decision bars Matt Matson from
     participating in an offering of penny stock.  The order is hereby declared
     effective.

          For the Commission by the Office of General Counsel, pursuant to
     delegated authority.




                                             Jonathan G. Katz
                                                Secretary











                              

          <(1)>    Matt  Matson,   Initial   Decision  Release   No.   117
               (September 25, 1997),     SEC Docket    .

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