Jennifer D'Antoni

SECURITIES EXCHANGE ACT OF 1934
Release No. 41710 / August 5, 1999

ADMINISTRATIVE PROCEEDING
File No. 3-9965

I.

The Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest, for the protection of investors, to institute administrative proceedings against Jennifer D'Antoni ("D'Antoni") pursuant to Sections 15(b)(6) and 19(h) of the Securities Exchange Act of 1934 ("Exchange Act").

II.

In anticipation of the institution of this proceeding, D'Antoni has submitted an Offer of Settlement, which the Commission has determined to accept. Solely for the purpose of this proceeding and any other proceeding brought by or on behalf of the Commission or to which the Commission is a party, and without admitting or denying the Commission's findings contained herein, except as to the fact of her criminal conviction and the Commission's finding that a Final Judgment of Permanent Injunction and Other Relief has been entered against her, as set forth in Section III, and the jurisdiction of the Commission over her, which she admits, D'Antoni consents to the entry of findings and the imposition of the remedial sanction set forth below.

III.

The Commission finds the following:

A. Between January 1995 and December 1997, D'Antoni was associated with various broker-dealers registered with the Commission pursuant to Section 15(b) of the Exchange Act, including Stuart, Coleman & Co., Inc., Alden Capital Markets, Inc., Duke & Co., Inc., A.R. Baron & Co., Inc., and Prime Charter Ltd.;

B. On August 2, 1999, the Commission filed a Complaint against D'Antoni in SEC v. D'Antoni, Civil Action No. 99-6106 (JSM) (S.D.N.Y.). On August 4, 1999, the United States District Court for the Southern District of New York entered a Final Judgment of Injunction and Other Relief as to Jennifer D'Antoni, permanently enjoining D'Antoni from violating Sections 10(b) and 14(e) of the Exchange Act and Rules 10b-5 and 14e-3 thereunder. D'Antoni consented to the entry of the Final Judgment of Injunction against her without admitting or denying the allegations in the Complaint. The Complaint alleged that D'Antoni engaged in insider trading and tipped at least one other person while she was in possession of material nonpublic information concerning the securities of six publicly traded companies. The Complaint also alleged that D'Antoni was employed as a registered representative at Duke & Co., Inc., throughout the period that she was engaged in insider trading. According to the Complaint, D'Antoni realized illegal profits of at least $124,025, and her tippee's profits total at least $6,250; and

C. On November 16, 1998, D'Antoni pleaded guilty in New York State Supreme Court, County of New York, and was convicted of one Class E felony count of violating New York State General Business Law § 352-c (the "Martin Act"), by intentionally engaging in fraud, deception, concealment, suppression, false pretense and fictitious and pretended purchase and sale, and, with intent to deceive and defraud, making material false misrepresentations and statements, while engaged in inducing and promoting the issuance, distribution, exchange, sale, negotiation and purchase within and from New York of securities, and thereby wrongfully obtaining property of a value in excess of $250.00.

IV.

In view of the foregoing, the Commission deems it appropriate and in the public interest to accept the Offer of Settlement submitted by D'Antoni.

Accordingly, IT IS HEREBY ORDERED, that D'Antoni is barred from association with any broker or dealer.

By the Commission.

Jonathan G. Katz

Secretary