Kenton Wood

Securities Exchange Act of 1934
Release No. 47071 / December 20, 2002

Administrative Proceeding
File No. 3-10992

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 Kenton Wood ("Wood" or "Respondent").

II.

In anticipation of the institution of these proceedings, the Respondent has submitted an Offer of Settlement ("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 the Respondent and the subject matter of these proceedings, and the findings contained in Section III(B) below, which are admitted, Respondent consents to the entry of this Order Instituting Proceedings Pursuant to Section 15(b) of the Securities Exchange Act of 1934, Making Findings, and Imposing Remedial Sanctions ("Order"), as set forth below.

III.

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

1. From 1986 to 1998, Wood was a registered representative at D.H. Blair & Co., Inc. ("Blair"), a broker-dealer registered with the Commission pursuant to Section 15(b) of the Exchange Act. Wood was Blair's president from 1989 to 1992 and chairman from 1992 to 1998. From February 1992 to December 1997, Wood held an ownership interest in Blair of between 4 and 7 percent;
    
2. On March 7, 2002, in an action before the Supreme Court of the State of New York, County of New York, Wood pled guilty to and was convicted of one count of violating the Donnelly Act-the New York state antitrust law (see People of New York v. Wood, SCI No. 1228/2002);
    
3. According to the plea agreement and Superior Court Information upon which his conviction was based, Wood engaged in the following conduct:
    
   
   1. Blair and A.R. Baron & Co., Inc., a registered broker-dealer from September 1991 to October 1996, often worked together to influence the prices of particular securities for each other's benefit. This mutually beneficial arrangement included various kinds of cooperation that were agreed upon and implemented by the two firms. For example, Wood had discussions with Andrew Bressman of the Baron firm in which they agreed that Baron and the Blair trading department would work together to raise the market price of certain securities and that Baron would then buy quantities of those securities at the higher prices from Blair and from certain Blair-related persons and entities.
       
   2. In addition, sometimes Blair "parked" securities for Baron. Baron would sell these securities to Blair for Blair to hold temporarily, so as to help support the price of those securities, at times when Baron was unable to provide the desired support by itself. At times, Wood gave his approval for these transactions.
       
4. Wood's state conviction is an offense specified in Section 15(b)(4)(B)(ii) of the Exchange Act.

IV.

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

ACCORDINGLY, IT IS HEREBY ORDERED:

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

By the Commission.

Jonathan G. Katz
Secretary