UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934
Release No. 41957 / September 30, 1999

ADMINISTRATIVE PROCEEDING
File No. 3-10063

______________________________________

In the Matter of

BRIANT C. PATTERSON, INC.

and BRIANT PATTERSON,

Respondents.

______________________________________

ORDER INSTITUTING A CEASE-AND-DESIST PROCEEDING PURSUANT TO SECTION 21C OF THE SECURITIES EXCHANGE ACT OF 1934, A PUBLIC ADMINISTRATIVE PROCEEDING PURSUANT TO SECTIONS 15(b) AND 19(h) OF THE SECURITIES EXCHANGE ACT OF 1934, MAKING FINDINGS, ISSUING A CEASE-AND-DESIST ORDER AND IMPOSING A CIVIL PENALTY

I.

The Securities and Exchange Commission ("Commission") deems it appropriate that a cease-and-desist proceeding pursuant to Section 21C of the Securities Exchange Act of 1934 ("Exchange Act") be instituted against Respondents Briant C. Patterson, Inc. ("Patterson, Inc.") and Briant Patterson ("Patterson") and deems it appropriate and in the public interest that a public administrative proceeding pursuant to Sections 15(b) and 19(h) of the Exchange Act be instituted against Respondent Patterson.

II.

In anticipation of the institution of the cease-and-desist proceeding and administrative proceeding, Patterson, Inc. and Patterson have submitted an Offer of Settlement ("Offer"), which the Commission has determined to accept. Solely for the purpose of these proceedings and any other proceeding brought by or on behalf of the Commission, or in which the Commission is a party and prior to a hearing and without admitting or denying the findings contained herein, except that Patterson, Inc. and Patterson each admits the jurisdiction of the Commission over each of them and over the subject matter of this proceeding, Patterson, Inc. and Patterson each consent to the entry of this Order Instituting A Public Administrative and Cease-and-Desist Proceeding Pursuant to Sections 15(b), 19(h) and 21C of the Securities Exchange Act of 1934, Making Findings, Issuing A Cease-and-Desist Order and Imposing A Civil Penalty ("Order") set forth below.

Accordingly, IT IS ORDERED that a proceeding pursuant to Sections 15(b), 19(h) and Section 21C of the Exchange Act be, and hereby is, instituted.

III.

On the basis of this Order and the Offer of Settlement submitted by Patterson, Inc. and Patterson, the Commission finds that:

A. RESPONDENTS

1. Briant C. Patterson, Inc. ("Patterson, Inc."), is a California corporation owned and controlled by Briant Patterson. From early 1996 through March 12, 1998, Patterson Inc. operated as a equities floor broker for institutional clients on the floor of the Pacific Exchange ("PCX"). Patterson, Inc., at all relevant times herein, was not registered with the Commission as a broker or dealer or been a member of the PCX.

2. Briant Patterson ("Patterson"), age 36, resides in San Juan Capistrano, California, and is president and sole shareholder of Patterson, Inc. and since 1993, a member of the PCX. From 1993 through March 12, 1998, Patterson was associated with a registered broker-dealer (the "Broker-dealer") as an equities floor broker on the floor of the PCX. Patterson is currently employed as an equities floor broker by another registered broker-dealer.

B. FACTS

1. Patterson began working on the floor of the PCX as a floor broker with the Broker-dealer in 1993. Patterson executed orders for broker or dealer clients. Initially, the Broker-dealer billed all of Patterson's clients for the commissions on the trades executed by Patterson.

2. From early 1996 through March 12, 1998, Patterson directly billed, through Patterson, Inc., his clients for the commissions on trades executed by him. Even though Patterson, Inc. and Patterson represented themselves to clients as an independent broker on the floor of the PCX, Patterson continued to use the Broker-dealer's symbol as the floor broker and considered himself associated with the Broker-dealer.

3. By holding themselves out to clients as an independent broker, executing securities transactions for clients on a national exchange, charging clients commissions on those securities transactions and billing those clients directly, Patterson, Inc. and Patterson were acting as a broker as defined by Section 3(a)(4) of the Exchange Act ("any person engaged in the business of effecting transactions in securities for the account of others").

4. Patterson, Inc. and Patterson, at all relevant times herein, were not registered as a broker or dealer with the Commission. Patterson, Inc. and Patterson, therefore, violated Section 15(a) of the Exchange Act, which makes it unlawful for a broker or dealer to make use of the mails or any means or instrumentality of interstate commerce to effect transactions in securities without being registered with the Commission.

IV.

Based on the foregoing, the Commission finds that Patterson, Inc. violated and Patterson willfully violated Section 15(a) of the Exchange Act.

V.

Based on the foregoing, the Commission deems it appropriate and in the public interest to accept the Offer submitted by Patterson, Inc. and Patterson and impose the sanctions specified in the Offer.

VI.

Accordingly, IT IS HEREBY ORDERED that:

1. Pursuant to Section 21C of the Exchange Act, Patterson, Inc. cease and desist from committing or causing any violation and any future violation of Section 15(a) of the Exchange Act;

2. Pursuant to Section 21C of the Exchange Act, Patterson cease and desist from committing or causing any violation and any future violation of Section 15(a) of the Exchange Act; and

3. Pursuant to Section 21B of the Exchange Act, Patterson shall, within 90 days of the entry of this Order, pay a civil money penalty in the amount of $10,000 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 Patterson as a Respondent in these proceedings, the file number of these proceedings, a copy of which cover letter and money order or check will be sent to Kelly Bowers, Assistant Regional Director, Securities and Exchange Commission, 5670 Wilshire Boulevard, 11th Floor, Los Angeles, California 90036.

By the Commission.

Jonathan G. Katz
Secretary