Vincent Caracciolo

SECURITIES EXCHANGE ACT OF 1934
Release No. 47042 / December 19, 2002

ADMINISTRATIVE PROCEEDING
File No. 3-10978

In the Matter of

VINCENT CARACCIOLO

Respondent.

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ORDER INSTITUTING PROCEEDINGS
PURSUANT TO SECTION 15(b)(6)
OF THE SECURITIES EXCHANGE
ACT OF 1934, MAKING FINDINGS
AND IMPOSING REMEDIAL SANCTIONS

I.

The Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest that a public administrative proceeding be, and hereby is, instituted pursuant to Section 15(b)(6) of the Securities Exchange Act of 1934 ("Exchange Act") against Vincent Caracciolo ("Respondent").

II.

Respondent has submitted an Offer of Settlement ("Offer") that the Commission has determined to accept. On the basis of the foregoing, Respondent hereby:

  1. Admits the jurisdiction of the Commission over him and over the matters set forth in the Order Instituting Proceedings Pursuant to Section 15(b)(6) of the Securities and Exchange Act of 1934, Making Findings and Imposing Remedial Sanctions ("Order");

  2. 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 Commission's findings contained in the Order, except as to the fact of his criminal conviction set forth in paragraph III.B.1 below, which is admitted, consents to the entry of an Order by the Commission containing the following findings and remedial sanctions set forth below:

III.

On the basis of this Order and Respondent's Offer, the Commission finds that:

A. Respondent

Vincent Caracciolo, 32, was a registered representative at A.S. Goldmen & Co., Inc. ("Goldmen"), a broker-dealer registered with the Commission, from April 1992 to July 1997. From July 1997 to December 2000, Caracciolo was a registered representative at GKN Securities Corp. Caracciolo is a resident of New York.

B. State Criminal Conviction

  1. On June 21, 2002, Caracciolo was criminally convicted of the crime of scheme to defraud in the first degree, upon the entry of his plea of guilty by the Supreme Court of the State of New York.1 Caracciolo was sentenced to imprisonment of 3 months and ordered to pay forfeit in the amount of $35,000.

  2. According to the plea allocution upon which his conviction was based, Caracciolo, acting as a registered representative of Goldmen, and others, made misrepresentations and false statements regarding the nature and value of certain securities that he sold to investors. Caracciolo also maintained a "nominee" account for the purpose of personally benefiting from illegal trading in the initial public offerings of securities offered by Goldmen, and routinely engaged in other manipulative and unfair practices in connection with the sale of securities. Caracciolo also gave false testimony under oath before regulatory authorities in connection with investigations into Goldmen and related persons, and failed to report violations of securities laws and regulations by Goldmen and its employees that he observed.

IV.

Based on the foregoing, the Commission deems it appropriate and in the public interest to accept Respondent's Offer and to impose the sanctions that are set forth in the Offer.

ACCORDINGLY, IT IS ORDERED that, pursuant to Section 15(b)(6) of the Exchange Act Respondent shall be, and hereby is, barred from association with any broker or dealer.

By the Commission.

Jonathan G. Katz
Secretary

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1 Under New York law, a defendant is convicted when a court enters a guilty plea. New York CPL §120(13). A sentence is then imposed and entered upon the conviction. New York CPL §120(14).