Matthew J. Benedetto

SECURITIES EXCHANGE ACT OF 1934
Release No. 48404 / August 25, 2003

ADMINISTRATIVE PROCEEDING
File No. 3-11144

I.

The Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest to accept the Offer of Settlement ("Offer") submitted by Matthew J. Benedetto ("Benedetto" or "Respondent") pursuant to Rule 240(a) of the Rules of Practice of the Commission, 17 C.F.R. § 201.240(a), for the purpose of settlement of this public administrative proceeding instituted against him by the Commission on June 3, 2003 pursuant to Section 15(b) of the Securities Exchange Act of 1934 ("Exchange Act").

II.

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 over the subject matter of these proceedings, and the findings contained in paragraphs III.A. and III.B below, which are admitted, Respondent consents to the entry by the Commission of this Order.

III.

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

A. At all relevant times, Benedetto was a registered representative associated with a registered broker-dealer.

B. On March 21, 2001, Benedetto pled guilty to count one of an indictment charging that he participated in a conspiracy to commit securities fraud, mail fraud and wire fraud. United States v. Matthew J. Benedetto, Case No. 00-8164-CR-Ryskamp (S.D. Fla. 2000).

C. The criminal indictment alleged that from October 1998 through June 1999, Benedetto conspired to commit securities fraud, mail fraud and wire fraud by participating in a fraudulent scheme to manipulate the market in the securities of Lifekeepers International, Inc. ("Lifekeepers") by agreeing to recommend and sell Lifekeepers' stock to his clients in exchange for bribes in the form of undisclosed cash payments above his normal commissions.

D. On June 15, 2001, Benedetto was sentenced to three years of probation and ordered to pay $60,836.78 in restitution.

IV.

On the basis of the foregoing, the Commission deems it appropriate and in the public interest to accept Respondent's Offer and impose the sanctions specified therein.

Accordingly, IT IS ORDERED that:

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

Any reapplication for association by the Respondent will be subject to the applicable laws and regulations governing the reentry process, and reentry may be conditioned upon a number of factors, including, but not limited to, the satisfaction of any or all of the following: (a) any disgorgement ordered against the Respondent, whether or not the Commission has fully or partially waived payment of such disgorgement; (b) any arbitration award related to the conduct that served as the basis for the Commission order; (c) any self-regulatory organization arbitration award to a customer, whether or not related to the conduct that served as the basis for the Commission order; and (d) any restitution order by a self-regulatory organization, whether or not related to the conduct that served as the basis for the Commission order.

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