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U.S. Securities and Exchange Commission

UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934
Release No. 43681 / December 6, 2000

ADMINISTRATIVE PROCEEDING
File No. 3-10376

In the Matter of

BRETT S. HENDERSON

Respondent.

ORDER INSTITUTING ADMINISTRATIVE PROCEEDINGS PURSUANT TO SECTIONS 15(b) AND 19(h) OF THE SECURITIES EXCHANGE ACT OF 1934, MAKING FINDINGS, AND IMPOSING REMEDIAL SANCTIONS

I.

The Securities and Exchange Commission ("Commission") deems it appropriate in the public interest and for the protection of investors to institute public administrative proceedings against Brett S. Henderson ("Henderson"), pursuant to Sections 15(b) and 19(h) of the Securities Exchange Act of 1934 (the "Exchange Act").

In anticipation of the institution of these proceedings, Henderson has 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 in which the Commission is a party, and without admitting or denying the findings contained herein (except that Henderson admits the findings that are consistent with his October 29, 1999 plea of guilty to conspiracy to commit securities fraud, the jurisdiction of the Commission over him and over the subject matter of these proceedings and further admits the entry of the injunction set forth in paragraph II.B. below), Henderson consents to the issuance of and entry of this Order Instituting Administrative Proceedings Pursuant to Sections 15(b) and 19(h) of the Securities Exchange Act of 1934, Making Findings, and Imposing Remedial Sanctions ("Order").

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

II.

On the basis of this Order and Henderson's Offer, the Commission makes the following findings:

A. From September 1998 through July, 1999, Henderson, 24, was a registered representative with Morgan, Stanley, Dean, Witter ("MSDW"), a broker-dealer registered with the Commission. Henderson is a defendant in Securities and Exchange Commission v. Brett S. Henderson and Richard F. Randall, Civ. No. C 99-03677 WHA (JCS) in the United States District Court for the Northern District of California. Henderson currently resides in California.

B. On November 14, 2000, a Final Judgment of Permanent Injunction was entered against Henderson by the United States District Court for the Northern District of California in the case entitled Securities and Exchange Commission v. Brett S. Henderson and Richard F. Randall, Civil Action No. C 99-03677 WHA (JCS), enjoining him from future violations of Section 17(a) of the Securities Act of 1933 (the "Securities Act") and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. Henderson has consented to the issuance of the order of permanent injunction and to the entry of the Final Judgment of Permanent Injunction without admitting or denying any of the allegations contained in the Complaint which are inconsistent with his October 29, 1999 plea of guilty, except as to jurisdiction which he admitted. To the extent the allegations contained in the Complaint are consistent with the October 29, 1999 plea of guilty, Henderson admits the allegations.

C. The Commission's complaint in the civil action ("Complaint") alleged that from September 1998 through July 1999 Henderson violated Section 17(a) of the Securities Act and Section 10(b) of the Exchange Act, and Rule 10b-5 thereunder by engaging in illegal insider trading using material nonpublic information he learned through his employment with MSDW.

D. On October 29, 1999, Henderson entered into a plea agreement with the U.S. Attorney's Office for the Northern District of California wherein he pled guilty to a criminal charge of conspiracy to commit securities fraud for the same illegal insider trading scheme alleged in the Commission's above-described Complaint.

III.

Based on the foregoing, the Commission deems it appropriate in the public interest and for the protection of investors to impose the sanction specified by Henderson in the Offer.

Accordingly, IT IS ORDERED, that:

Henderson be, and hereby is, barred from association with any broker or dealer.

By the Commission.

Jonathan G. Katz
Secretary

http://www.sec.gov/litigation/admin/34-43681.htm


Modified:12/06/2000