UNITED STATES OF AMERICA
                                     Before the
                         SECURITIES AND EXCHANGE COMMISSION
          SECURITIES ACT OF 1933
          Release No.   7683 / May 13, 1999
          SECURITIES EXCHANGE ACT OF 1934
          Release No.  41399 / May 13, 1999
          ADMINISTRATIVE PROCEEDING
          File No. 3-9369
                                        :
          In the Matter of              :
                                        :         Order Making Findings
          Dominion Capital              :         and Imposing Remedial
          Corporation, Douglas          :         Sanctions, and Order to
          Woodrow Powell, Charles       :         Cease and Desist
          Dewey Elliott, and            :
          William Carl Berry,           :
                                        :
                         Respondents    :
                                        :
                                                    I.
               In these proceedings instituted pursuant to Section 8A of
          the Securities Act of 1933 ("Securities Act") and Sections 15(b),
          19(h) and 21C of the Securities Exchange Act of 1934 ("Exchange
          Act"), Respondents Dominion Capital Corporation, Douglas Woodrow
          Powell, Charles Dewey Elliott and William Carl Berry, pursuant to
          Rule 240 of the Rules of Practice of the Securities and Exchange
          Commission, have submitted Offers of Settlement ("Offers") which
          the Commission has determined to accept. [1] 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, prior to a hearing pursuant to the Commission's Rules of
          Practice, 17 C.F.R.  201.100 et seq., and, without admitting or
          denying the findings contained herein, except those contained in
          Section II below, and the jurisdiction of the Commission over
          them in this matter, which are admitted, Respondents consent to
          the issuance of this Order Making Findings and Imposing Remedial
          Sanctions, and Order to Cease and Desist ("Order").
               On the basis of Respondents' Offers and this Order, the
          Commission finds as follows:
                                         II.
                                   THE RESPONDENTS
               A.    Dominion Capital Corporation ("Dominion") is a broker
          and dealer in securities located in Dallas, Texas that has been
          registered with the Commission since 1987.  Dominion ceased
          operations in 1998.
               B.   William Carl Berry ("Berry") has been a registered
          representative of Dominion since May 1994, and has been employed
          in the securities industry since 1987.
               C.   Douglas Woodrow Powell ("Powell") owns approximately
          43% of Dominion's shares; has been Dominion's Chief Executive
          Officer since 1986;  and during all relevant times has been
          Dominion's Chief Supervisory Officer.
               D.   Charles Dewey Elliott, III ("Elliott") owns
          approximately 43% of Dominion's shares; has been Dominion's
          President since 1986;  and during all relevant times was
          Dominion's Options Principal and Assistant Supervisory Officer.
                                        III.
                      VIOLATIONS OF THE FEDERAL SECURITIES LAWS
                                     BY BERRY AND OTHERS
               From approximately May 1993 through December 1994, Berry and
          two other Dominion registered representatives willfully violated
          Section 17(a) of the Securities Act of 1933 ("Securities Act")
          and Section 10(b) of the Securities Exchange Act of 1934
          ("Exchange Act") and Rule 10b-5 promulgated thereunder.  One of
          the schemes, organized and promoted by Berry and another Dominion
          representative as partners, involved offers and sales of limited
          partnership interests in two limited partnerships formed to
          engage in index option trading.  Another scheme, involving
          Dominion-sponsored offers and sales of unregistered interests in
          four Limited Liability Companies ("LLCs"), involved Berry's
          partner and a third representative.  Separately, from November
          1991 to January 1996, two other Dominion representatives
          willfully violated Section 17(a) of the Securities Act and
          Section 10(b) of the Exchange Act and Rule 10b-5 thereunder in a
          scheme involving offers and sales of unregistered interests in an
          unregistered "offshore" investment company.  One of these
          representatives was also registered with the Commission as an
          investment adviser, and, by his activities in furtherance of the
          "offshore" investment company scheme, willfully violated Sections
          204, 206(1), 206(2), 206(4) and 207 of the Investment Advisers
          Act of 1940 ("Advisers Act"), and Rules 204-1, 204-2, 204-3, and
          206(4)-2 thereunder.
                A.  BERRY'S CONDUCT
          1.   Berry and another Dominion representative developed a
          computer program to trade index options.  To raise money to trade
          these index options, Berry and the other representative sold
          limited partnership interests ("units") in two limited
          partnerships, Options Trading Management Ltd. I ("Options I") and
          Options Trading Management Ltd. II ("Options II"), to their
          customers.  Neither Berry nor the other representative had
          sufficient prior experience in options trading to competently
          conduct Options I or Options II business; both, however, touted
          the efficacy of the computer trading program to investors.  The
          other representative was President and Director of the corporate
          general partner of Options I and was responsible for all its
          trading decisions.  Berry was the President and Director of the
          corporate general partner of Options II and was responsible for
          all its trading decisions.
          2.   Between February and April 1994, Berry and the other
          representative raised $315,000 from 33 investors selling units in
          Options I.  Subsequently, from September 1994 to December 1994,
          Berry and the other representative raised $165,000 from 20
          investors selling units in Options II.  As discussed below,
          several Options I investors also invested in Options II.  Both
          Options I and Options II, as well as other trading accounts
          reliant upon the computer trading program, were unsuccessful and
          lost nearly all the customers' invested funds.  In the offer and
          sale of units in Options I and Options II, Berry and the other
          representative willfully violated Section 17(a) of the Securities
          Act.  In connection with purchases and sales of units in Options
          I and Options II, Berry and the other representative willfully
          violated Section 10(b) of the Exchange Act and Rule 10b-5
          thereunder.  As part of Berry's and the other representative's
          conduct, they made false, misleading or incomplete statements of
          material fact, including the following:
               a. The other representative sent to Options I investors
               account statements that contained profit calculations Berry
               prepared, which were based upon data supplied by the other
               representative.  These calculations falsely reflected
               trading profits, rather than the losses actually incurred in
               the Options I trading account.  Berry and the other
               representative subsequently sold limited partnership
               interests in Options II to Options I investors, without
               disclosing that the trading profits claimed in the Options I
               account statements were false, and without otherwise
               disclosing that Options I had experienced catastrophic
               trading losses.
               b. Berry represented to at least one Options II investor
               that Options I was performing well, when in fact it had
               experienced catastrophic trading losses.
               c. Berry failed to disclose to Options II investors that
               other accounts trading options utilizing the Options I and
               Options II computer trading program suffered near-total
               losses of principal.
                B.  OTHER REPRESENTATIVES' CONDUCT
                Offers and Sales of Interests in LLCs
          1.   A Dominion registered representative engaged in "bait and
          switch" advertising in order to identify and obtain new
          customers.  This representative placed advertisements offering
          "certificates of deposits" paying significantly higher rates of
          interest than available from banks.  Upon being contacted by
          potential investors, he then "pitched" high-risk, illiquid,
          unsuitable investments, which paid him high commissions; many
          succumbed to the "pitch."  From May 1993 to December 1993, this
          representative sold 49 customers $1.8 million in unregistered,
          illiquid and high-risk "preferred" interests in LLCs that were to
          construct and operate retail candy stores.  Nearly all of the
          customers were retired, and 18 customers were 70 years of age or
          older.  As a result of the representative's recommendations, some
          customers invested over 50% of their net worth in such
          investments.  During this same period, another Dominion
          registered representative sold 19 customers $580,566 in
          unregistered, illiquid and high-risk "preferred" interests in
          these same LLCs.  Of these customers, 14 were retired and 11 were
          70 years of age or older.  As a result of this registered
          representative's recommendations, several customers invested over
          90% of their net worth in such investments.
          2.   These two representatives' activities in offering and
          selling LLC interests constituted willful violations of Section
          17(a) of the Securities Act and Section 10(b) of the Exchange Act
          and Rule 10b-5 thereunder.  As part of the representatives'
          conduct, they made false, misleading or incomplete statements of
          material fact, including the following:
               a. Several customers were not provided with offering
               memoranda, and the representatives did not disclose that the
               interests were high-risk or unsuitable to the customer's
               stated investment objectives.  When the representatives did
               provide these offering memoranda, they typically did so
               during the course of a sales presentation, which closed with
               the purchase of an LLC interest.  In this way, investors
               were deprived of any meaningful opportunity to review the
               LLC offering materials.
               b. Customers were not told that the  promised monthly
               distribution payments to investors, totaling 12% per annum,
               were wholly reliant upon the ability of the new stores to
               generate profits.  Additionally, the representatives never
               told customers that related LLCs had experienced operating
               losses during the preceding year.
               c. The LLCs, in recognition of the high-risk, illiquid
               nature of their securities, required that a prospective
               investor have a minimum net worth prior to accepting his
               subscription.  Furthermore, the LLCs utilized prospective
               investors' net worth information to assure compliance with
               applicable securities registration exemptions that limited
               the number of non-accredited investors permitted for each
               LLC.  The representatives submitted false, inflated
               statements of customers' net worth on new account forms and
               subscription agreements to Dominion and the LLCs, in order
               to qualify numerous customers to purchase these LLC
               interests.  Moreover, the false, inflated statements of
               customers' net worth concealed from certain of the LLCs that
               more than 35 non-accredited investors had purchased
               interests in their offerings.
                Offers and Sales of Unregistered Interests
               in the Unregistered Offshore Investment Company
          3.   Between November 1991 and January 1996, two other
          representatives, one of whom was also a registered investment
          adviser, sold to over 100 Dominion customers nearly $5 million in
          unregistered shares or interests in an unregistered "offshore"
          investment company they operated and controlled.  By engaging in
          these activities, both representatives willfully violated Section
          17(a) of the Securities Act and Section 10(b) of the Exchange Act
          and Rule 10b-5 thereunder.  Furthermore, the representative who
          was also a registered investment adviser also willfully violated
          Sections 204, 206(1), 206(2), 206(4) and 207 of the Advisers Act
          and Rules 204-1, 204-2, 204-3, and 206(4)-2 thereunder.  As part
          of the representatives' conduct, they made false, misleading or
          incomplete statements of material fact, including the following:
               a. The representatives misrepresented the past returns on
               the putative investment company's portfolios, both orally
               and in correspondence with its investors.
               b. The representatives failed to identify or state the
               location of securities comprising the putative investment
               company's portfolios, and failed to disclose that client
               funds had been invested in unidentified "offshore
               investments," subject to these representatives' exclusive
               control, both orally and in correspondence with investors,
               and in account statements provided by Dominion or its
               clearing broker.
               c. The representatives misrepresented or failed to state the
               remuneration paid to each of them from investors' funds.
               C.   FAILURE TO SUPERVISE
               During the period set forth above, Dominion and Powell
          failed reasonably to supervise the registered representatives
          whose activities are described above, all persons subject to
          their supervision, with a view toward preventing willful
          violations of Section 17(a) of the Securities Act and Section
          10(b) of the Exchange Act and Rule 10b-5 thereunder.  Also during
          this period, Elliott failed reasonably to supervise these
          registered representatives, with the exception of the registered
          representative who participated in the offer and sale of
          unregistered interests in the unregistered investment company,
          and who was not also registered as an investment adviser, all of
          whom were subject to Elliott's supervision, with a view toward
          preventing willful violations of Section 17(a) of the Securities
          Act and Section 10(b) of the Exchange Act and Rule 10b-5
          thereunder.  Dominion, Powell and Elliott all failed reasonably
          to supervise the registered representative who was also a
          registered investment adviser, with a view toward preventing his
          willful violations of Sections 204, 206(1), 206(2), 206(4) and
          207 of the Advisers Act and Rules 204-1, 204-2, 204-3, and
          206(4)-2 thereunder.  These failures include the following:
               Dominion
          1.   Dominion's Written Supervisory Procedures ("WSP"), and its
          system for applying such procedures, were insufficient to detect
          and prevent fraudulent activity by the firm's representatives,
          including the representatives whose activities are described
          above, as follows:
               a. The system for applying the WSP required Powell or
               Elliott to directly supervise over 100 representatives, most
               of whom were independent contractors who maintained off-site
               offices, often in different cities, and who conducted and
               handled their own correspondence with customers.  The WSP
               failed to establish adequate procedures for monitoring the
               sales practices of these representatives.
               b. The WSP failed to provide adequate procedures for
               supervisors to monitor the suitability of securities for
               purchase by Dominion's customers.
               Powell
          2.   Powell failed to adequately discharge direct supervisory
          responsibility as required by Dominion's WSP.  As the firm's
          Chief Supervisory Officer, Powell was responsible for virtually
          all compliance functions, other than those relating to option
          transactions, including supervision of the representatives whose
          activities are described herein.  Powell was aware, or should
          have been aware, of these representatives' violative activities,
          but did not act to detect or prevent such activities.  Powell's
          supervisory failures include the following:
               a. Powell failed to periodically, and at least annually,
               review all customer accounts to detect and prevent
               violations of, and to ensure compliance with, applicable
               laws, regulations and rules, as required by Dominion's WSP.
               b. Powell failed to properly review the financial statements
               purportedly provided by the firm's customers, and thus
               failed to detect the false financial information submitted
               by registered representatives on new account forms and
               subscription agreements, notwithstanding the fact that the
               reported net worth of several retired or unemployed
               customers increased markedly and quickly, and without
               explanation, and that he was aware the LLCs would accept
               subscriptions from only a limited number of non-accredited
               investors.
               c. Powell failed to properly monitor representatives' sales
               presentations, or their compliance with offering memoranda
               delivery requirements, or to detect numerous sales of high-
               risk, illiquid securities, which were unsuitable for certain
               customers and inconsistent with customers' stated investment
               objectives.
               d. Powell failed to properly monitor or impose restrictions
               on registered representatives who were the subject of
               customer complaints.
               e. Powell failed to properly monitor out-going
               correspondence in connection with Options I or the
               unregistered "offshore" investment company, and failed to
               review the performance of Options I or the accounts of other
               Dominion customers utilizing the same computer trading
               program prior to approving the sale of units in Options II.
               f. Powell permitted two Dominion representatives to offer
               and sell unregistered interests in the unregistered
               "offshore" investment company, which was not a Dominion-
               approved investment, by use of an offering memorandum,
               correspondence (including account statements provided by
               Dominion or its clearing broker), and oral presentations
               that misrepresented or failed to disclose material
               information concerning, among other things, the following:
               The past returns on the putative investment company's
               portfolios; the identity or location of securities
               comprising the putative investment company's portfolios, and
               that client funds were invested in "offshore investments"
               subject to the representatives' exclusive control; and the
               remuneration paid to the representatives from investors'
               funds.
               Elliott
          3.   Elliott failed to adequately discharge direct supervisory
          responsibility as required by Dominion's WSP.  As the firm's
          Assistant Supervisory Officer and Options Principal, Elliott was
          responsible for all compliance functions in Powell's absence, and
          was responsible for all options compliance functions, which
          responsibilities included supervision of the representatives
          whose activities are described herein.  Elliott was aware, or
          should have been aware, of these representatives' violative
          activities, but did not act to detect or prevent such activities.
          Elliott's supervisory failures include the following:
               a. Elliott failed to properly review the financial
               statements purportedly provided by the firm's customers, and
               thus failed to detect the false financial information
               submitted by registered representatives on new account forms
               and subscription agreements, notwithstanding the fact that
               the reported net worth of several retired or unemployed
               customers increased markedly and quickly, and without
               explanation, and that he was aware the LLCs would accept
               subscriptions from only a limited number of non-accredited
               investors.
               b. Elliott failed to properly monitor representatives' sales
               presentations, or their compliance with offering memoranda
               delivery requirements, or to detect numerous sales of high-
               risk, illiquid securities, which were unsuitable for certain
               customers and inconsistent with customers' stated investment
               objectives.
               c. Elliott allowed correspondence containing false and
               misleading information concerning the profitability of
               trading in Options I to be sent to investors.
               d. Elliott failed to monitor or place restrictions on
               options trading activities by Berry and another
               representative, when he was aware, or should have been
               aware, of the following:
                    (1) that correspondence sent to investors concerning
                    Options I contained false statements of trading
                    profits;
                    (2) that every account traded with the options trading
                    computer program, including Options I and Options II,
                    resulted in near-complete losses of principal by
                    investors; and
                    (3) that neither Berry nor the other representative had
                    adequate experience in options transactions.
               e. Elliott failed to properly monitor out-going
               correspondence and Dominion account statements concerning
               the unregistered "offshore" investment company.
               f. Elliott permitted two Dominion representatives to offer
               and sell unregistered interests in the unregistered
               "offshore" investment company, which was not a Dominion-
               approved investment, by use of an offering memorandum,
               correspondence (including account statements provided by
               Dominion or its clearing broker), and oral presentations
               that misrepresented or failed to disclose material
               information concerning, among other things, the following:
               The past returns on the putative investment company's
               portfolios; the identity or location of securities
               comprising the putative investment company's portfolios, and
               that client funds were invested in "offshore investments"
               subject to the representatives' exclusive control; and the
               remuneration paid to the representatives from investors'
               funds.
                D.  FAILURE TO MAINTAIN BOOKS AND RECORDS
               During the period set forth above, Dominion willfully
          violated Section 17(a) of the Exchange Act and Rule 17a-3(a)(6)
          thereunder by failing to make and keep current books and records.
          Dominion did not maintain accurate memoranda of orders and other
          instructions given or received for the purchase or sale of
          securities, as required by Rule 17a-3(a)(6).  As discussed above,
          Dominion representatives, including Berry, knowingly obtained and
          prepared false customer financial information, which was
          incorporated in subscription agreements and new account forms
          relating to customers' purchases of interests in LLCs.
          Consequently,  Dominion's records of these transactions were
          inaccurate.
                                         IV.
               In   view   of   the  foregoing,  the  Commission  deems  it
          appropriate and in the  public  interest  to impose the sanctions
          that are set forth in the Offers submitted by Respondents.
               Accordingly, IT IS ORDERED that:
               A.   Dominion's registration as a broker and dealer in
          securities is hereby revoked.  Furthermore, Dominion shall pay a
          civil money penalty of  $75,000 to the United States Treasury
          within 90 days of the issuance of this Order.  Such payment shall
          be:  1)  made by United States postal money order, certified
          check, bank cashier's check or bank money order; 2) made payable
          to the Securities and Exchange Commission; 3) hand-delivered or
          mailed to the Comptroller, Securities and Exchange Commission,
          Operations Center, 6432 General Green Way, Stop 0-3, Alexandria,
          VA  22312; and 4) submitted under a cover letter that identifies
          Dominion as a respondent in these proceedings and states the file
          number of these proceedings, a copy of which, along with a copy
          of the money order or check, shall be sent to Harold F.
          Degenhardt, District Administrator, Fort Worth District Office,
          801 Cherry Street, 19th Floor, Ft. Worth, TX 76102.
               B.   Powell is hereby suspended from association with any
          broker or dealer,   in any capacity for a period of three months,
          and, thereafter, in any supervisory or proprietary capacity for a
          period of an additional six months.  Powell shall pay a civil
          money penalty of $35,000 to the United States Treasury within 90
          days of the issuance of this Order.  Such payment shall be:  1)
          made by United States postal money order, certified check, bank
          cashier's check or bank money order; 2) made payable to the
          Securities and Exchange Commission; 3) hand-delivered or mailed
          to the Comptroller, Securities and Exchange Commission,
          Operations Center, 6432 General Green Way, Stop 0-3, Alexandria,
          VA  22312;  and 4) submitted under a cover letter that identifies
          Powell as a respondent in these proceedings and states the file
          number of these proceedings, a copy of which, along with a copy
          of the money order or check, shall be sent to Harold F.
          Degenhardt, District Administrator, Fort Worth District Office,
          801 Cherry Street, 19th Floor, Ft. Worth, TX 76102.
               C.   Elliott is hereby suspended from association with any
          broker or dealer, in any capacity for a period of three months,
          and, thereafter, in any supervisory or proprietary capacity for a
          period of an additional six months.  Elliott shall pay a civil
          money penalty of $35,000 to the United States Treasury within 90
          days of the issuance of this Order.  Such payment shall be:  1)
          made by United States postal money order, certified check, bank
          cashier's check or bank money order; 2) made payable to the
          Securities and Exchange Commission; 3) hand-delivered or mailed
          to the Comptroller, Securities and Exchange Commission,
          Operations Center, 6432 General Green Way, Stop 0-3, Alexandria,
          VA  22312; and 4) submitted under a cover letter that identifies
          Elliott as a respondent in these proceedings and states the file
          number of these proceedings, a copy of which, along with a copy
          of the money order or check, shall be sent to Harold F.
          Degenhardt, District Administrator, Fort Worth District Office,
          801 Cherry Street, 19th Floor, Ft. Worth, TX 76102.
               D.   Berry is barred from association with any broker,
          dealer, municipal securities dealer, investment adviser or
          investment company, and ordered to cease and desist from
          committing or causing any violations or future violations of
          Section 17(a) of the Securities Act and Section 10(b) of the
          Exchange Act and Rule 10b-5 thereunder.
               E.   Berry shall, within 90 days of the entry of this Order,
          pay a civil money penalty in the amount of $5,000 to the United
          States Treasury.  Such payment shall be:  (A) made by United
          States postal money order, certified check, bank cashier's check
          or bank money order; (B) made payable to the Securities and
          Exchange Commission; (C) hand-delivered or mailed to the
          Comptroller, Securities and Exchange Commission, Operations
          Center, 6432 General Green Way, Stop 0-3, Alexandria, VA  22312;
          and (D) submitted under cover letter that identifies Berry as a
          Respondent in these proceedings, and the file number of these
          proceedings, a copy of which cover letter and money order or
          check shall be sent to Spencer C. Barasch, Assistant District
          Administrator, Fort Worth District Office, 801 Cherry Street,
          Suite 1900, Fort Worth, Texas 76102.
               F.   Berry shall, within 90 days of the entry of this Order,
          pay disgorgement of $11,714.45 and prejudgment interest of
          $3,585.12 for a total amount of $15,299.57.  Such payment shall
          be (A) made by United States postal money order, certified check,
          bank cashier's check or bank money order; (B) made payable to the
          Securities and Exchange Commission; (C) hand-delivered or mailed
          to the Comptroller, Securities and Exchange Commission,
          Operations Center, 6432 General Green Way, Stop 0-3, Alexandria,
          VA  22312; and (D) submitted under cover letter that identifies
          Berry as a Respondent in these proceedings, and the file number
          of these proceedings, a copy of which cover letter and money
          order or check shall be sent to Spencer C. Barasch,  Assistant
          District Administrator, Fort Worth District Office, 801 Cherry
          Street, Suite 1900, Fort Worth, Texas 76102.
               By the Commission.
                                             Jonathan G. Katz
                                             Secretary
          **FOOTNOTES**
            [1]:  An Order Instituting Public Administrative and Cease-and-
            Desist Proceedings against Respondents was issued by the Commission
            on August 19, 1997.
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