William H. Rogers

Securities Exchange Act of 1934
Release No. 51345 / March 9, 2005

Admin. Proc. File No. 3-11848

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 William H. Rogers ("Rogers" or "Respondent").

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 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. Rogers, 54 years old, resides in Berwyn, Pennsylvania. From approximately March 1995 through August 1999, Respondent was associated with Republic Securities Corp. ("Republic Securities"), a broker-dealer registered with the Commission. In or around March 1995, Rogers joined Republic Securities, and was promoted to President of the Futures Division on November 1, 1996. Rogers worked at Republic Securities until in or around August 1999. While at Republic Securities, Rogers held Series 3, 5, 7, and 63 licenses.

2. On July 22, 2004, Rogers pled guilty to charges of, among other things, conspiracy to commit securities fraud in violation of Title 18 United States Code, Section 371, and securities fraud in violation of Title 15 United States Code, Section 78j(b) before the United States District Court for the Southern District of New York, in United States v. William Rogers, 04-CR-00708 (JSR).

3. The criminal information to which Rogers pled guilty alleged that, among other things, from in or around 1995 through in or around 1999, Rogers, while at Republic Securities, unlawfully, willfully, and knowingly defrauded investors by means of materially false and misleading statements and omissions, and that he used the United States mails to send false account statements.

IV.

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

Accordingly, it is hereby ORDERED:

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