U.S. Securities & Exchange Commission
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U.S. Securities and Exchange Commission

United States of America
before the
Securities and Exchange Commission

Investment Advisers Act of 1940
Release No. 2173 / September 17, 2003

Administrative Proceeding
File No. 3-11225

In the Matter of




The Securities and Exchange Commission (Commission) initiated this proceeding on August 18, 2003, with an Order Instituting Proceedings (OIP), pursuant to Section 203(f) of the Investment Advisers Act of 1940 (Advisers Act). The OIP was served on Respondent Louis W. Ratfield (Ratfield) on August 21, 2003. By the terms of the OIP and Rule 220(b) of the Commission's Rules of Practice, 17 C.F.R. § 201.220(b), Ratfield's Answer was due twenty days thereafter, i.e., by September 10, 2003.

Ratfield has not filed an Answer and has failed to appear at a September 8 prehearing conference of which he had been notified. Accordingly, Ratfield is in default within the meaning of Rules 155(a) and 220(f) of the Commission's Rules of Practice, 17 C.F.R. §§ 201.155(a), .220(f), and an Administrative Law Judge may determine the proceeding against him upon consideration of the record, including the OIP, the allegations of which may be deemed to be true.1

I find the following allegations to be true:

Ratfield, age 63, is a resident of Lake Worth, Florida. During all relevant times, Ratfield was acting as an unregistered investment adviser and was the general manager of two investment clubs, Stonehenge Enterprises Pure Trust (Stonehenge) and The Baron Financial Services (Baron), purported "Common Law Trusts" formed by Ratfield.

On March 14, 2003, the Commission filed a complaint in the United States District Court for the Southern District of Florida against Ratfield. SEC v. Ratfield, Civil Action No. 03-80197-CIV-MIDDLEBROOKS/JOHNSON (S.D. Fla.). The Commission's complaint charged Ratfield with violating the registration and antifraud provisions of the federal securities laws in connection with the unregistered offering of securities in the form of interests in Stonehenge and Baron.

On July 25, 2003, the District Court entered an order granting the Commission's Motion for Summary Judgment and a Final Judgment of Permanent Injunction and Other Relief (Order) against Ratfield. The Order permanently enjoins Ratfield from violating Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and Sections 206(1) and 206(2) of the Advisers Act.

In light of the foregoing, I find that it is in the public interest to bar Ratfield from associating with any investment adviser.

IT IS ORDERED, pursuant to Section 203(f) of the Investment Advisers Act of 1940, that Louis W. Ratfield is BARRED from association with any investment adviser.

Robert G. Mahony
Administrative Law Judge


1 On September 15, 2003, the Division of Enforcement filed a Motion for Default against Ratfield.



Modified: 09/17/2003