In re McNeal

UNITED STATES OF AMERICA 

Before the 

SECURITIES AND EXCHANGE COMMISSION 

SECURITIES EXCHANGE ACT OF 1934 
Release No. 56417 / September 13, 2007 
ACCOUNTING AND AUDITING ENFORCEMENT 
Release No. 2697 / September 13, 2007 
ADMINISTRATIVE PROCEEDING 
File No. 3-12778 
In the Matter of 
McNeal, Williamson & Co. and 
Daniel L. Williamson, CPA, 
Respondents. 
ORDER INSTITUTING PUBLIC 
ADMINISTRATIVE AND CEASE-AND-
DESIST PROCEEDINGS PURSUANT TO 
SECTIONS 4C AND 21C OF THE 
SECURITIES EXCHANGE ACT OF 1934 
AND RULE 102(e) OF THE 
COMMISSION’S RULES OF PRACTICE, 
MAKING FINDINGS, AND IMPOSING 
REMEDIAL SANCTIONS AND A CEASE-
AND-DESIST ORDER 
I. 
The Securities and Exchange Commission (“Commission”) deems it appropriate that cease-
and-desist proceedings be, and hereby are, instituted against McNeal, Williamson & Co. and 
Daniel L. Williamson, CPA (collectively “Respondents”) pursuant to Section 21C of the Securities 
Exchange Act of 1934 (“Exchange Act”), and that public administrative proceedings be, and 
hereby are, instituted against McNeal, Williamson & Co. pursuant to Section 4C
1
 of the Exchange 
Act and Rule 102(e)(1)(iii) of the Commission’s Rules of Practice.
2 
1 
Section 4C provides, in relevant part, that: 
The Commission may censure any person, or deny, temporarily or permanently, to any person the 
privilege of appearing or practicing before the Commission in any way, if that person is found . . . 
to  have  willfully  violated,  or  willfully  aided  and  abetted  the  violation  of,  any  provision  of  the  
securities laws or the rules and regulations thereunder. 
2 
Rule 102(e)(1)(iii) provides, in relevant part, that: 
The  Commission  may  censure  a  person  or  deny,  temporarily  or  permanently,  the  privilege  of  
appearing  or  practicing  before  it  in  any  way  to  any  person  who  is  found  .  .  .  to  have  willfully  
violated, or willfully aided and abetted the violation of any provision of the Federal securities laws 
or the rules and regulations thereunder. 

II. 
In anticipation of the institution of these proceedings, Respondents have submitted an Offer 
of Settlement (“Offer”), which the Commission has determined to accept.  Solely for the purpose 
of these proceedings and any other proceedings brought by or on behalf of the Commission, or to 
which the Commission is a party, and without admitting or denying the findings herein, except as 
to the Commission’s jurisdiction over them and the subject matter of these proceedings, which are 
admitted, Respondents consent to the entry of this Order Instituting Public Administrative and 
Cease-and-Desist Proceedings Pursuant to Sections 4C and 21C of the Securities Exchange Act of 
1934 and Rule 102(e) of the Commission’s Rules of Practice, Making Findings, and Imposing 
Remedial Sanctions and a Cease-and-Desist Order (“Order”), as set forth below. 
III. 
On the basis of this Order and Respondents’ Offer, the Commission finds
3
 that: 
A.        RESPONDENTS        
1. McNeal, Williamson & Co. (the “Firm”) is a West Virginia partnership and a 
public accounting firm headquartered in Logan, West Virginia.  The Firm audited the financial 
statements of Logan County BancShares, Inc. (“Logan County”) for the company’s 2003 fiscal 
year ended December 31, 2003.  The Firm resigned as Logan County’s independent auditor on or 
around July 28, 2004. 
2. Daniel L. Williamson, 61, of Kenova, West Virginia, is a certified public 
accountant licensed in the state of West Virginia since 1976.  Williamson was the engagement 
partner in connection with the Firm’s audit of Logan County’s financial statements for the 
company’s 2003 fiscal year ended December 31, 2003. 
B.        FACTS        
1. Logan County is a West Virginia corporation with its headquarters in Logan, West 
Virginia. For its fiscal year ended December 31, 2003, Logan County reported revenues of $8.8 
million and total assets of $176 million. 
2. Logan County has at all relevant times been an issuer as defined by the Sarbanes-
Oxley Act of 2002 (the “Act”). 
3. The Firm audited Logan County’s 2003 financial statements included in Logan 
County’s annual report for fiscal year 2003 on Form 10-K, filed with the Commission on April 14, 
2004. As part of that audit, the Firm prepared and issued an audit report dated February 26, 2004 
(the “Logan County audit report”), which the company included in its 2003 Form 10-K.  Logan 
The findings herein are made pursuant to Respondents’ Offer of Settlement and are not binding on any 
other person or entity in this or any other proceeding. 
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3 

County paid the Firm $32,000 for the audit work.
4 
4. At the time the Firm issued the Logan County audit report, it was not registered 
with the Public Company Accounting Oversight Board (the “Board”), as required by Section 
102(a) of the Act. 
5. Williamson was the engagement partner on the Firm’s audit of Logan County’s 
2003 financial statements.  Williamson participated in the preparation and issuance of the Logan 
County audit report. 
C. VIOLATIONS 
1. Section 102(a) of the Act provides that “it shall be unlawful for any person that is 
not a registered public accounting firm to prepare or issue, or to participate in the preparation or 
issuance of, any audit report with respect to any issuer.”
5 
2. The provisions of Section 102(a) of the Act became effective on October 22, 2003.
6 
3. Based on the conduct described above, the Firm willfully
7
 violated Section 102(a) 
of the Act. 
4. Based on the conduct described above, Williamson caused the Firm’s violation of 
Section 102(a) of the Act. 
D.        FINDINGS        
Based on the foregoing, the Commission finds that the Firm willfully violated Section 
102(a) of the Sarbanes-Oxley Act of 2002, and that Williamson caused the Firm’s violation of 
Section 102(a) of the Act. 
4 
During the course of the Commission’s investigation, the Firm voluntarily reimbursed Logan County the 
$32,000 in audit fees.  In view of the Firm’s reimbursement, the Commission is not ordering disgorgement in this 
matter. 
5 
A violation of the Act or any rule that the Board issues under the Act is treated for all purposes in the same 
manner as a violation of the Exchange Act, including with respect to penalties. Sarbanes-Oxley Act of 2002, 15 
U.S.C.A. § 7202(b)(1) (West 2002). 
6 
Section 102(a) became effective “[b]eginning 180 days after the date of the determination of the 
Commission under Section 101(d)” of the Act that the Board was prepared to undertake its statutory responsibilities.  
The Commission made the required determination on April 25, 2003.  See
 Order Regarding Section 101(d) of the 
Sarbanes-Oxley Act of 2002, Securities Act Release No. 8223, Exchange Act Release No. 47746, 2003 WL 
1956164 (Apr. 25, 2003). 
7 
“Willfully” as used in this Order means intentionally committing the act that constitutes the violation. 
There is no requirement that the actor also be aware that he is violating a rule or statute. See Wonsover v. SEC, 205 
F.3d 408, 414 (D.C. Cir. 2000); Tager v. SEC, 344 F.2d 5, 8 (2d Cir. 1965). 
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-

E.        UNDERTAKING        
Respondents have undertaken not to request, demand, or accept, directly or indirectly, any 
compensation from Logan County in connection with the audit work associated with the Logan 
County audit report.  In determining whether to accept the Offer, the Commission has considered 
this undertaking. 
IV. 
In view of the foregoing, the Commission deems it appropriate to impose the sanctions 
agreed to in Respondents’ Offer. 
Accordingly, it is hereby ORDERED, effective immediately, that: 
1. McNeal, Williamson & Co. 
A. The Firm shall cease and desist from committing or causing any violations 
and any future violations of Section 102(a) of the Act. 
            B.            The            Firm            is            censured.            
C. The Firm may practice before the Commission as an independent accountant 
provided that: 
1. It is registered with the Board in accordance with the Act, and such 
registration continues to be effective; and 
2. It has submitted to the Commission staff (attention:  Office of the 
Chief Accountant) the Board’s letter notifying the Firm that its registration application has been 
approved. 
2. Daniel L. Williamson, CPA 
A. Williamson shall cease and desist from committing or causing any violations 
and any future violations of Section 102(a) of the Act. 
B. Williamson may practice before the Commission as an independent 
accountant provided that: 
1. The public accounting firm with which he is associated is registered 
with the Board in accordance with the Act, and such registration continues to be effective; and 
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-

2. He has submitted to the Commission staff (attention:  Office of the 
Chief Accountant) the Board’s letter notifying the public accounting firm with which he is 
associated that its registration application has been approved. 
            By            the            Commission.            
       Nancy M. Morris
       Secretary 
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-

UNITED STATES OF AMERICA 

Before the 


SECURITIES AND EXCHANGE COMMISSION 


SECURITIES EXCHANGE ACT OF 1934 
Release No. 56417 / September 13, 2007 

ACCOUNTING AND AUDITING ENFORCEMENT 
Release No. 2697 / September 13, 2007 

ADMINISTRATIVE PROCEEDING 
File No. 3-12778 

In the Matter of 

McNeal, Williamson & Co. and 
Daniel L. Williamson, CPA, 

Respondents. 

ORDER INSTITUTING PUBLIC 
ADMINISTRATIVE AND CEASE-AND
DESIST PROCEEDINGS PURSUANT TO 
SECTIONS 4C AND 21C OF THE 
SECURITIES EXCHANGE ACT OF 1934 
AND RULE 102(e) OF THE 
COMMISSION’S RULES OF PRACTICE, 
MAKING FINDINGS, AND IMPOSING 
REMEDIAL SANCTIONS AND A CEASE
AND-DESIST ORDER 

I. 

The Securities and Exchange Commission (“Commission”) deems it appropriate that cease-
and-desist proceedings be, and hereby are, instituted against McNeal, Williamson & Co. and 
Daniel L. Williamson, CPA (collectively “Respondents”) pursuant to Section 21C of the Securities 
Exchange Act of 1934 (“Exchange Act”), and that public administrative proceedings be, and 
hereby are, instituted against McNeal, Williamson & Co. pursuant to Section 4C1 of the Exchange 
Act and Rule 102(e)(1)(iii) of the Commission’s Rules of Practice.2 

1 Section 4C provides, in relevant part, that: 

The Commission may censure any person, or deny, temporarily or permanently, to any person the 
privilege of appearing or practicing before the Commission in any way, if that person is found . . . 
to have willfully violated, or willfully aided and abetted the violation of, any provision of the 
securities laws or the rules and regulations thereunder. 

2 Rule 102(e)(1)(iii) provides, in relevant part, that: 

The Commission may censure a person or deny, temporarily or permanently, the privilege of 
appearing or practicing before it in any way to any person who is found . . . to have willfully 
violated, or willfully aided and abetted the violation of any provision of the Federal securities laws 
or the rules and regulations thereunder. 



II. 

In anticipation of the institution of these proceedings, Respondents have submitted an Offer 
of Settlement (“Offer”), which the Commission has determined to accept.  Solely for the purpose 
of these proceedings and any other proceedings brought by or on behalf of the Commission, or to 
which the Commission is a party, and without admitting or denying the findings herein, except as 
to the Commission’s jurisdiction over them and the subject matter of these proceedings, which are 
admitted, Respondents consent to the entry of this Order Instituting Public Administrative and 
Cease-and-Desist Proceedings Pursuant to Sections 4C and 21C of the Securities Exchange Act of 
1934 and Rule 102(e) of the Commission’s Rules of Practice, Making Findings, and Imposing 
Remedial Sanctions and a Cease-and-Desist Order (“Order”), as set forth below. 

III. 

On the basis of this Order and Respondents’ Offer, the Commission finds3 that: 

A. RESPONDENTS 

1. McNeal, Williamson & Co. (the “Firm”) is a West Virginia partnership and a 
public accounting firm headquartered in Logan, West Virginia.  The Firm audited the financial 
statements of Logan County BancShares, Inc. (“Logan County”) for the company’s 2003 fiscal 
year ended December 31, 2003.  The Firm resigned as Logan County’s independent auditor on or 
around July 28, 2004. 

2. Daniel L. Williamson, 61, of Kenova, West Virginia, is a certified public 
accountant licensed in the state of West Virginia since 1976.  Williamson was the engagement 
partner in connection with the Firm’s audit of Logan County’s financial statements for the 
company’s 2003 fiscal year ended December 31, 2003. 

B. FACTS 

1. Logan County is a West Virginia corporation with its headquarters in Logan, West 
Virginia. For its fiscal year ended December 31, 2003, Logan County reported revenues of $8.8 
million and total assets of $176 million. 

2. Logan County has at all relevant times been an issuer as defined by the Sarbanes-
Oxley Act of 2002 (the “Act”). 

3. The Firm audited Logan County’s 2003 financial statements included in Logan 
County’s annual report for fiscal year 2003 on Form 10-K, filed with the Commission on April 14, 
2004. As part of that audit, the Firm prepared and issued an audit report dated February 26, 2004 
(the “Logan County audit report”), which the company included in its 2003 Form 10-K.  Logan 

The findings herein are made pursuant to Respondents’ Offer of Settlement and are not binding on any 
other person or entity in this or any other proceeding. 

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3 



County paid the Firm $32,000 for the audit work.4 

4. At the time the Firm issued the Logan County audit report, it was not registered 
with the Public Company Accounting Oversight Board (the “Board”), as required by Section 
102(a) of the Act. 

5. Williamson was the engagement partner on the Firm’s audit of Logan County’s 
2003 financial statements.  Williamson participated in the preparation and issuance of the Logan 
County audit report. 

C. VIOLATIONS 

1. Section 102(a) of the Act provides that “it shall be unlawful for any person that is 
not a registered public accounting firm to prepare or issue, or to participate in the preparation or 
issuance of, any audit report with respect to any issuer.”5 

2. The provisions of Section 102(a) of the Act became effective on October 22, 2003.6 

3. Based on the conduct described above, the Firm willfully7 violated Section 102(a) 
of the Act. 

4. Based on the conduct described above, Williamson caused the Firm’s violation of 
Section 102(a) of the Act. 

D. FINDINGS 

Based on the foregoing, the Commission finds that the Firm willfully violated Section 
102(a) of the Sarbanes-Oxley Act of 2002, and that Williamson caused the Firm’s violation of 
Section 102(a) of the Act. 

4 During the course of the Commission’s investigation, the Firm voluntarily reimbursed Logan County the 
$32,000 in audit fees.  In view of the Firm’s reimbursement, the Commission is not ordering disgorgement in this 
matter. 

5 A violation of the Act or any rule that the Board issues under the Act is treated for all purposes in the same 
manner as a violation of the Exchange Act, including with respect to penalties. Sarbanes-Oxley Act of 2002, 15 
U.S.C.A. § 7202(b)(1) (West 2002). 

6 Section 102(a) became effective “[b]eginning 180 days after the date of the determination of the 
Commission under Section 101(d)” of the Act that the Board was prepared to undertake its statutory responsibilities.  
The Commission made the required determination on April 25, 2003.  See Order Regarding Section 101(d) of the 
Sarbanes-Oxley Act of 2002, Securities Act Release No. 8223, Exchange Act Release No. 47746, 2003 WL 
1956164 (Apr. 25, 2003). 

7 “Willfully” as used in this Order means intentionally committing the act that constitutes the violation. 
There is no requirement that the actor also be aware that he is violating a rule or statute. See Wonsover v. SEC, 205 
F.3d 408, 414 (D.C. Cir. 2000); Tager v. SEC, 344 F.2d 5, 8 (2d Cir. 1965). 

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E. UNDERTAKING 

Respondents have undertaken not to request, demand, or accept, directly or indirectly, any 
compensation from Logan County in connection with the audit work associated with the Logan 
County audit report.  In determining whether to accept the Offer, the Commission has considered 
this undertaking. 

IV. 

In view of the foregoing, the Commission deems it appropriate to impose the sanctions 
agreed to in Respondents’ Offer. 

Accordingly, it is hereby ORDERED, effective immediately, that: 

1. McNeal, Williamson & Co. 

A. The Firm shall cease and desist from committing or causing any violations 
and any future violations of Section 102(a) of the Act. 

 B. The Firm is censured. 

C. The Firm may practice before the Commission as an independent accountant 
provided that: 

1. It is registered with the Board in accordance with the Act, and such 
registration continues to be effective; and 

2. It has submitted to the Commission staff (attention:  Office of the 
Chief Accountant) the Board’s letter notifying the Firm that its registration application has been 
approved. 

2. Daniel L. Williamson, CPA 

A. Williamson shall cease and desist from committing or causing any violations 
and any future violations of Section 102(a) of the Act. 

B. Williamson may practice before the Commission as an independent 
accountant provided that: 

1. The public accounting firm with which he is associated is registered 
with the Board in accordance with the Act, and such registration continues to be effective; and 

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2. He has submitted to the Commission staff (attention:  Office of the 
Chief Accountant) the Board’s letter notifying the public accounting firm with which he is 
associated that its registration application has been approved. 

 By the Commission. 

       Nancy  M.  Morris
       Secretary  

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