Carlos H. Soto

Securities Exchange Act of 1934
Release No. 50646 / November 8, 2004

Admin. Proc. File No. 3-11732

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 Carlos H. Soto, ("Soto").

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.2 below, which are admitted, Respondent consents to the entry of this Order Instituting Administrative Proceedings, Making Findings and Imposing Remedial Sanctions Pursuant to Section 15(b) of the Securities Exchange Act of 1934 ("Order"), as set forth below.

III.

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

1. Soto, age 56, is a resident of San Juan, Puerto Rico. From February 1989 until February 2004, Soto was a registered representative associated with Morgan Stanley DW, Inc. ("Morgan Stanley"), a broker-dealer registered with the Commission.

2. On October 14, 2004, Soto pled guilty to twenty counts of mail fraud and one count of securities fraud in violation of Title 18 United States Code, Sections 1341 and 1348 before the United States District Court for the District of Puerto Rico, in United States v. Soto, Case No. 04-CR-00127.

3. The counts of the criminal indictment to which Soto pled guilty alleged, inter alia, that Soto defrauded investors and obtained money and property by means of materially false and misleading statements, that he used the United States mail to send false account statements, and that he caused commercial interstate carriers to deliver investors' checks to him.

IV.

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

Accordingly, it is hereby ORDERED:

Pursuant to Section 15(b)(6) of the Exchange Act, that Respondent Soto 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.