Southwest Securities, Inc.

Securities Act of 1933
Release No. 8521 / January 10, 2005

Admin. Proc. File No. 3-11793

In the Matter of Southwest Securities, Inc., Respondent.

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ORDER UNDER RULE 602(e) OF THE SECURITIES ACT OF 1933 GRANTING A WAIVER OF THE DISQUALIFICATION PROVISION OF RULE 602(c)(3)

Southwest Securities, Inc. ("Southwest") has submitted a letter dated September 30, 2004, requesting waiver of the disqualification from the exemption from registration under Regulation E under the Securities Act of 1933 ("Securities Act") arising from Southwest's settlement of a public administrative proceeding brought by the Commission.

On January 10, 2005, the Commission filed an Order Instituting Public Administrative Proceedings, Making Findings, and Imposing Remedial Sanctions, Pursuant to Section 15(b) of the Securities Exchange Act of 1934 and Section 203(f) of the Investment Advisers Act of 1940, and Instituting Cease-and-Desist Proceedings and Imposing a Cease-and-Desist Order, Pursuant to Section 21C of the Securities Exchange Act of 1934 and Section 9(f) of the Investment Company Act of 1940 (the "Order"). The Order censures Southwest, and imposes an $8,000,000 civil penalty pursuant to Section 21B of the Exchange Act.

Under Rule 602(c)(3), the Regulation E exemption is not available for the securities of an issuer if a director, officer, principal security holder, investment adviser or underwriter of the securities to be offered, or any partner, director or officer of such investment adviser or underwriter, is subject to an order of the Commission entered pursuant to Section 15(b) of the Exchange Act. The Commission may waive the disqualification upon a showing of good cause. See Rule 602(e) under the Securities Act.

Based upon the representations set forth in Southwest's request, the Commission has determined that a showing of good cause has been made pursuant to Rule 602(c)(3) under the Securities Act and that the request for a waiver of the disqualification should be granted.

Accordingly, IT IS ORDERED, pursuant to Rule 602(e) under the Securities Act, that a waiver of the disqualification provision of Rule 602(c)(3) under the Securities Act resulting from the entry of the Order is hereby granted.

By the Commission.