Kevin C. Samson

SECURITIES EXCHANGE ACT OF 1934
Release No. 41865 / September 13, 1999

ADMINISTRATIVE PROCEEDING
File No. 3-10011

I.

The Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest that administrative proceedings be instituted pursuant to Section 15(b)(6) of the Securities Exchange Act of 1934 ("Exchange Act") against Kevin C. Samson ("Samson") to determine whether action is necessary in light of the Final Judgment and Order entered against Samson by the United States District Court for the District of Columbia on September 10, 1999, permanently restraining and enjoining Samson from violating Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933 ("Securities Act"), and Sections 10(b) and 15(a)(1) of the Exchange Act and Rule 10b-5 thereunder.

In anticipation of the institution of these proceedings, Samson has submitted an Offer of Settlement ("Offer") for the purpose of disposing of the issues raised by these proceedings. The Commission has determined that it is appropriate and in the public interest to accept Samson's Offer.

Solely for the purpose of this proceeding and any other proceeding brought by or on behalf of the Commission or to which the Commission is a party, Samson, without a hearing pursuant to the Commission's Rules of Practice, 17 C.F.R. Section 201.1 et seq., and without admitting or denying the matters set forth herein, except for those referred to in paragraph II.B. below, which Samson admits, consents to the entry of this Order Instituting Public Proceedings, Making Findings and Imposing Remedial Sanctions ("Order").

ACCORDINGLY, IT IS ORDERED that proceedings pursuant to Section 15(b)(6) of the Exchange Act against Samson be, and hereby are, instituted.

II.

On the basis of this Order, and the Offer submitted by Samson, the Commission finds that:

1. During the period from about February 1991 to October 1992, Samson Financial Group, Inc. ("Samson Financial") acted as a broker or dealer within the meaning of Section 15(b) of the Exchange Act. During the same period, Samson acted as a person associated with a broker or dealer within the meaning of Section 15(b) of the Exchange Act in connection with his activities as president, chief executive officer, chairman of the board and principal shareholder of Samson Financial.

2. On September 10, 1999, a Final Judgment and Order ("Final Judgment") was entered against Samson by the United States District Court for the District of Columbia, in Securities and Exchange Commission v. Kevin C. Samson, et al., Civil Action No. 94-2081 (TFH). The Final Judgment enjoined Samson from future violations of Sections 5(a), 5(c) and 17(a) of the Securities Act, and Sections 10(b) and 15(a)(1) of the Exchange Act and Rule 10b-5 thereunder. In the civil action, the Commission alleged that Samson and Samson Financial violated the antifraud, securities registration and broker registration provisions of the federal securities laws. Samson and Samson Financial consented to the Final Judgment without admitting or denying the allegations in the Commission's complaint.

III.

In view of the foregoing, the Commission deems it appropriate and in the public interest to accept the Offer of Samson.

ACCORDINGLY, IT IS HEREBY ORDERED that, effective immediately, Kevin C. Samson be and hereby is barred from association with any broker or dealer.

By the Commission.

Jonathan G. Katz

Secretary