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# Fidelity National Capital Investors, Inc.

## Securities Exchange Act of 1934Release No. 50801 / December 7, 2004

## Admin. Proc. File No.  3-11514

| In the Matter of

FIDELITY NATIONAL CAPITAL INVESTORS, INC.,

Respondent. | ::::::::: | Order Approving Plan of Fund Distribution and  Appointing Administrator |
|---------------------------------------------------------------------------|-----------|-------------------------------------------------------------------------|

On October 5, 2004, the Commission published notice of the Plan of Disgorgement and Fair Fund Distribution ("Plan") proposed by the Division of Enforcement ("Division") in this proceeding.  The Commission orders that the $125,000 paid by Fidelity National Capital Investors, Inc., comprised of disgorgement and prejudgment interest in the amount of $50,000.00, and civil penalties in the amounts of $75,000.00 be placed in a Fair Fund pursuant to Rule 1100 of the Commission's Rules on Fair Fund and Disgorgement Plans.  The proposed plan of distribution provides that the funds be distributed, on a pro rata basis, to investors who had money deposited into the account of Mark Drucker at Fidelity National Capital Investors, Inc. (Account # 28309219, formerly Account # 4G-01295-8) from the inception of the account in December 1997 through September 1999, or who otherwise participated in the investment scheme of Mark Drucker.  The Commission received no comments in response to the publication of the Division's proposed Plan.

The Division proposes in its Plan that Nancy Chase Burton, Assistant Chief Litigation Counsel, Washington D.C. Office, be designated as Administrator of the Plan.  The Division has requested that the Commission approve the Plan and appoint Nancy Chase Burton as Administrator of the Plan.  Accordingly,

IT IS ORDERED that the Plan is approved; and 

IT IS FURTHER ORDERED that Nancy Chase Burton is appointed as Administrator of the Plan in accordance with the terms of the Plan. 

For the Commission, by its Secretary, pursuant to delegated authority.           

Margaret H. McFarland	Deputy Secretary

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