Dean J. Jupiter

Securities Exchange Act of 1934
Release No. 47952 / May 30, 2003

Administrative Proceeding
File No. 3-11140

I.

The Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest that public administrative proceedings be, and hereby are, instituted pursuant to Section 15(b) of the Securities Exchange Act of 1934 ("Exchange Act") against Dean J. Jupiter ("Respondent").

II.

In anticipation of the institution of these proceedings, Respondent has submitted an Offer of Settlement (the "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 to which the Commission is a party, and without admitting or denying the findings herein, except as to the Commission's jurisdiction over him and the subject matter of these proceedings, and the findings contained in Section III.4 below, which are admitted, Respondent consents to the entry of this Order Instituting Administrative Proceedings Pursuant to Section 15(b) of the Securities Exchange Act of 1934, Making Findings, and Imposing Remedial Sanctions ("Order"), as set forth below.

III.

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

1. Respondent, age 54, is a resident of Jupiter, Florida.

2. From 1991 through 1996, Respondent was a registered representative of Meridian Capital Markets, Inc. a registered municipal securities dealer, and Meridian Securities, Inc., a registered broker-dealer (collectively referred to as "Meridian"). In June 1996, Meridian merged with CoreStates Bank, N.A. Thereafter, Respondent was a registered representative of CoreStates Capital Markets, a registered municipal securities dealer, and CoreStates Securities Corp., a registered broker-dealer, until September 1997.

3. On September 28, 2000, the Commission filed a complaint in the United States District Court for the District of Maryland against Respondent captioned SEC v. William F. Mahon, et. al. (Case No. S00 CV 2918). The Commission's complaint alleges:

a. Respondent participated in a scheme to defraud Alexander & Alexander Services Inc ("Alexander"), a Maryland based insurance brokerage firm, which was acquired by Aon Corp. in 1997.

b. From 1992 through April 1997, Alexander's portfolio manager, William F. Mahon ("Mahon"), secretly traded millions of dollars in high-risk derivatives and concealed $62 million in losses and $35 million in gains resulting from such trading on Alexander's books and records.

c. Respondent sold Mahon several of these derivatives and received sales commissions of at least $14.3 million.

d. From 1993 to 1995, Respondent paid Mahon at least $190,000 in kickbacks to induce him to continue investing in the high-risk derivatives.

e. At the inception of the scheme, Respondent discussed with Mahon how to conceal from Alexander losses from his trading in the high-risk derivatives.

f. Respondent never disclosed to Alexander his knowledge of the scheme or his kickback payments to Mahon.

4. On January 17, 2003, in SEC v. Mahon, et. al., the Honorable Frederic N. Smalkin ("Smalkin") entered an order enjoining Respondent from future violations of Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder. Respondent, without admitting or denying the allegations in the Complaint, consented to Judge Smalkin's Order.

IV.

In view of the foregoing, the Commission deems it appropriate and in the public interest to impose the sanctions specified in Respondent Jupiter's Offer.

ACCORDINGLY, IT IS HEREBY ORDERED:

Pursuant to Section 15(b)(6) of the Exchange Act that Respondent Jupiter be, and hereby is barred from association with any broker or dealer.

For the Commission, by its Secretary, pursuant to delegated authority.

Jonathan G. Katz
Secretary