Marlon D. Tropeano

Securities Exchange Act of 1934
Release No. 50660 / November 15, 2004

Admin. Proc. File No. 3-11624

I.

The Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest to accept the Offer of Settlement ("Offer") submitted by Marlon Tropeano ("Tropeano" 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 public administrative proceedings instituted against him by the Commission on September 1, 2004 pursuant to Section 15(b) of the Securities Exchange Act of 1934 ("Exchange Act").

II.

Solely for the purpose of this proceeding 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 Sections III.2 and III.4 below, which are admitted, Respondent consents to the entry by the Commission of this Order, which orders Respondent barred from association with any broker or dealer.

III.

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

1. Tropeano, 35, is a former resident of Brooklyn, New York. He is currently in the custody of the U.S. Bureau of Prisons. From August 1997 through March 1998, Tropeano was a registered representative in the New York City branch office of Briarwood Investment Counsel, Inc. ("Briarwood"), a broker-dealer registered with the Commission.

2. On August 7, 2000, a Final Judgment By Default was entered against Tropeano, permanently enjoining him from future violations of Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder, in the civil action entitled Securities and Exchange Commission v. Marlon D. Tropeano, et al., Civil Action No. 99 Civ. 10260 (JSR), in the United States District Court for the Southern District of New York.

3. The Commission's complaint alleged that, between October 1997 and March 1998, Tropeano, acting as a registered representative of Briarwood, defrauded various Briarwood customers by, among other things, selling securities in their accounts without authorization and misappropriating the proceeds of those sales. Specifically, on a number of occasions, Tropeano used forged documents to cause the unauthorized transfer of customer accounts from Briarwood to other broker-dealers, caused securities in those accounts to be sold without authorization, and diverted the proceeds of those sales to various relief defendants named in the Commission's complaint. The complaint further alleged that, on another occasion, Tropeano used forged documents to divert customer funds from another Briarwood account to the relief defendants. Through his fraudulent conduct, Tropeano misappropriated over $76,000 of customer funds.

4. On February 10, 2000, Tropeano pleaded guilty to two felony counts of conspiracy to commit securities fraud before the United States District Court for the Southern District of New York, in United States v. Marlon D. Tropeano, et al., 99 Cr. 01024 (S.D.N.Y.) (SAS). On July 26, 2000, a judgment was entered against Tropeano, sentencing him to a prison term of one year and one day followed by two years of supervised release.

5. The felony counts to which Tropeano pleaded guilty alleged, inter alia, that Tropeano engaged in a conspiracy to defraud customers of Briarwood by forging documents to cause the unauthorized transfer of customer accounts, causing securities to be sold without customer authorization, and diverting customer funds for his own and others' benefit.

IV.

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

Accordingly, it is hereby ORDERED:

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