William R. Kerr

SECURITIES EXCHANGE ACT OF 1934
Release No. 49202 / February 6, 2004

Admin. Proc. File No. 3-11394

In the Matter of WILLIAM R. KERR, Respondent.

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

I.

The Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest to institute public administrative proceedings pursuant to Section 15(b) of the Securities Exchange Act of 1934 ("Exchange Act") against William R. Kerr ("Kerr"), and such proceedings are hereby instituted.

II.

In anticipation of the institution of these proceedings, Kerr has submitted an Offer of Settlement ("Offer") that 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 contained herein, except for those contained in Sections III.1. and III.2., which are admitted, Kerr consents to the issuance of this Order Instituting Proceedings, Making Findings and Imposing Remedial Sanctions Pursuant to Section 15(b) of the Securities Exchange Act of 1934 (the "Order"), the entry of the findings contained herein, and the imposition of the sanction set forth below.

III.

On the basis of this Order and Kerr's Offer of Settlement, the Commission finds the following:

1. Kerr, age 47 and a resident of Los Angeles, California, is a former registered securities professional who was associated with several different registered broker-dealers between November 1985 and January 1990. By 1997, Kerr no longer held any active securities license but was associated with an unregistered broker-dealer during the relevant time.

2. Kerr is permanently enjoined by judgment of the United States District Court for the Central District of California, in the action styled Securities and Exchange Commission v. William R. Kerr et al. ("SEC v. Kerr"), Case No. CV02-9659-SJO (PJWx) (C.D. Cal.), judgment entered February 3, 2004), from violating Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933 ("Securities Act") and Sections 10(b) and 15(a) of the Exchange Act and Rule 10b-5 thereunder.

3. With respect to Kerr, the Commission's Complaint in SEC v. Kerr alleged as follows: From at least April 1997 to at least October 1997, Kerr engaged in a fraudulent investment scheme that raised at least $12.3 million from over 60 investors, to whom Kerr falsely promised exorbitant returns within a matter of weeks or months. In furtherance of this scheme, Kerr posed as a wealthy, politically connected businessman and made numerous false and materially misleading representations to his investor victims and to various intermediaries whom he knew would echo his false claims to other investor victims. These false and materially misleading representations included claims (i) that Kerr had control of a $200 million trust; (ii) that Kerr could use the trust as leverage to trade in medium term bank notes ("MTNs"); (iii) that this MTN trading would yield profits of more than 13,000% of the amount invested; (iv) that Kerr's company, CIG, conducted the MTN trading; (v) that the World Bank supported Kerr's trading program; and (vi) that Kerr's investment program was safe and was backed by Kerr's personal guarantee. Further, instead of investing his victims' funds as he had represented, Kerr misappropriated it, and failed to return either profits or principal to his investor victims. By engaging in this activity, Kerr offered and sold unregistered securities in violation of Sections 5(a) and (c) of the Securities Act; committed securities fraud in violation of Section 17(a) of the Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder; and acted as an unregistered broker-dealer in violation of Section 15(a) of the Exchange Act.

IV.

In view of the foregoing, the Commission deems it appropriate and in the public interest to accept the Offer submitted by Kerr and impose the sanctions that are consented to in that Offer.

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

Any reapplication for association by Kerr 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 Kerr, 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.

By the Commission.