SECURITIES EXCHANGE ACT OF 1934
Release No. 49507 / March 31, 2004

ADMINISTRATIVE PROCEEDING
File No. 3-11451


In the Matter of

Terry Don Rader,

Respondent.


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ORDER INSTITUTING PROCEEDINGS
PURSUANT TO SECTION 15(b) 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 public administrative proceedings be and hereby are instituted pursuant to Section 15(b)(6) of the Securities Exchange Act of 1934 ("Exchange Act"), against Terry Don Rader ("Rader").

In anticipation of the institution of these proceedings, Rader has submitted an Offer of Settlement to the Commission, 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 as to entry of the injunction and the criminal conviction described below, and the Commission's jurisdiction over him and over the subject matter of this proceeding, which are admitted, Rader consents to the institution of public administrative proceedings, and the findings and remedial sanctions set forth below.

II.

On the basis of this Order and the Offer of Settlement submitted by Rader, the Commission finds that:

A. Weber Investment Corporation ("Weber") was, during the relevant time period, and still is, a broker-dealer registered with the Commission.

B. Respondent Rader, age 61, was a registered representative associated with Weber, and served as its president, chief financial officer, compliance officer and financial and operations principal between 1991 and October 30, 1997.

C. On April 15, 2002, a final judgment was entered against Rader, permanently enjoining him from future violations of Section 17(a) of the Securities Act of 1933 ("Securities Act") and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and permanently enjoining him from aiding and abetting future violations of Sections 15(c)(3) and 17(a) of the Exchange Act and Rules 15c3-1, 17a-3 and 17a-4 thereunder, in the civil action styled Securities and Exchange Commission v. Terry Don Rader, Civil Action Number 3:01-CV-0788-P, in the United States District Court for the Northern District of Texas. The court entered judgment based on findings that Rader had manipulated the price of stocks in Weber's inventory accounts, destroyed certain of Weber's inventory runs that were required to be maintained, and aided and abetted Weber's net capital violations.

D. The Commission's complaint alleged Rader engaged in a fraudulent scheme that caused $2.4 million in trading losses to Weber, and that Rader attempted to conceal these losses and his misappropriation of funds from Weber by overpricing securities in the firm's inventory accounts and concealing the ownership of certain securities. The complaint also alleged that Weber aided and abetted Weber's net capital violations.

E. On August 3, 2000, Rader pled guilty to one count of computer fraud, in United States District Court for the Northern District of Texas, in United States v. Terry Don Rader, Crim. Indictment No. 3:00-CR-191-T. On December 21, 2000, a judgment in the criminal case was entered against Rader. He was sentenced to a prison term of 48 months and ordered to pay restitution of $2,400,000.

F. The count of the criminal indictment to which Rader pled guilty alleged, inter alia, that Rader committed computer fraud in furtherance of his scheme to manipulate Weber's account records.

III.

In view of the foregoing, the Commission deems it appropriate and in the public interest to accept the Offer of Settlement of Terry Don Rader.

Accordingly, IT IS ORDERED that Respondent Terry Don Rader 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.

By the Commission.

Jonathan G. Katz
Secretary