SG Cowen & Co., LLC, F/K/A SG Cowen Securities Corporation (Order Granting Waiver Under Rule 602(e) of the Securities Act of 1933)

SECURITIES AND EXCHANGE COMMISSION

SECURITIES ACT OF 1933
Release No. 8473 / August 25, 2004

ADMINISTRATIVE PROCEEDING
File No. 3-11602

In the Matter of

SG COWEN & CO., LLC, F/K/A SG COWEN SECURITIES CORPORATION,

Respondent.

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ORDER UNDER RULE 602(E) OF THE SECURITIES ACT OF 1933 GRANTING WAIVER OF THE DISQUALIFICATION PROVISIONS OF RULE 602(C)(3)

SG Cowen & Co., LLC, f/k/a SG Cowen Securities Corporation ("SG Cowen") has submitted a letter, dated August 10, 2004, requesting a waiver of the disqualification from the exemption from registration under Regulation E arising from SG Cowen's settlement with the Commission of administrative and cease-and-desist proceedings.

On August 25, 2004, the Commission filed an Order Instituting Administrative and Cease-and-Desist Proceedings, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order Pursuant to Section 8A of the Securities Act of 1933 and Section 15(b)(4) of the Securities Exchange Act of 1934 ("Order") against SG Cowen alleging that SG Cowen violated Section 17(b) of the Securities Act.

SG Cowen submitted an Offer of Settlement in which it agreed, without admitting or denying the allegations of the Commission's Order, to the entry of the Order against it. Among other things, the Order requires SG Cowen to cease-and-desist from violating Section 17(b) of the Securities Act, censures the firm, and orders SG Cowen to pay a $125,000 civil penalty.

Rule 602(c)(3) makes the Regulation E exemption unavailable to an issuer if, among other things, any investment adviser or any underwriter of the securities to be offered is subject to an "order of the Commission entered pursuant to section 15(b) or 15A(1) of the Securities Exchange Act of 1934; has been found by the Commission to be a cause of any such order which is still in effect; or is subject to an order of the Commission entered pursuant to section 203(d) or (e) of the Investment Advisers Act of 1940." Rule 602(e) provides, however, that the

disqualification "shall not apply . . . if the Commission determines, upon a showing of good cause, that it is not necessary under the circumstances that the exemption be denied."

Based on the representations set forth in SG Cowen's August 10, 2004, request, the Commission has determined that, pursuant to Rule 602(e), a showing of good cause has been made and that it is not necessary under the circumstances that the exemption be denied as a result of the Order.

Accordingly, IT IS ORDERED, pursuant to Rule 602(e) under the Securities Act, that a waiver of the disqualification provision of Rule 602(c)(3) under the Securities Act resulting from the entry of the Order is hereby granted.

By the Commission.

Jonathan G. Katz
Secretary