UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

Securities Exchange Act of 1933
Release No. 8302 / October 8, 2003

Securities Exchange Act of 1934
Release No. 48602 / October 8, 2003

In the Matter of J.P. MORGAN SECURITIES INC., Respondent.

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ORDER UNDER SECTION 27A(b) OF THE SECURITIES ACT OF 1933, AND SECTION 21E(b) OF THE SECURITIES EXCHANGE ACT OF 1934, GRANTING WAIVERS OF THE DISQUALIFICATION PROVISIONS OF SECTION 27A(b)(1)(A)(ii) OF THE SECURITIES ACT AND SECTION 21E(b)(1)(A)(ii) OF THE EXCHANGE ACT

J.P. Morgan Securities Inc. ("JPMSI") has submitted two letters on behalf of itself and its affiliates, dated July 2, 2003 and September 3, 2003, requesting a waiver of the disqualification provisions of Section 27A(b)(1)(A)(ii) of the Securities Act of 1933 ("Securities Act") and Section 21E(b)(1)(A)(ii) of the Securities Exchange Act of 1934 ("Exchange Act") arising from the settlement of a civil injunctive proceeding with the Commission. On October 1, 2003, the Commission filed a civil injunctive complaint against JPMSI in the United States District Court for the District of Columbia alleging that JPMSI violated Rule 101 of Regulation M under the Securities Exchange Act of 1934 ("Exchange Act") and NASD Inc. ("NASD") Conduct Rule 2110.

JPMSI filed a "Consent of Defendant J.P. Morgan Securities Inc." in which it agreed, without admitting or denying the allegations of the Commission's complaint, to the entry of a Final Judgment against it. Among other things, the Final Judgment permanently enjoins JPMSI from violating Rule 101 of Regulation M under the Exchange Act and NASD Conduct Rule 2110 and orders JPMSI to pay a $25 million civil penalty.

The safe harbor provisions of Section 27A(c) of the Securities Act and Section 21E(c) of the Exchange Act are not available for any forward looking statement that is "made with respect to the business or operations of the issuer, if the issuer . . . during the 3-year period preceding the date on which the statement was first made . . . has been made the subject of a judicial or administrative decree or order arising out of a governmental action that (I) prohibits future violations of the antifraud provisions of the securities laws; (II) requires that the issuer cease and desist from violating the antifraud provisions of the securities laws; or (III) determines that the issuer violated the antifraud provisions of the securities laws[.]" Section 27A(b)(1)(A)(ii) of the Securities Act; Section 21E(b)(1)(A)(ii) of the Exchange Act. The disqualifications may be waived "to the extent otherwise specifically provided by rule, regulation, or order of the Commission." Section 27A(b) of the Securities Act; Section 21E(b) of the Exchange Act.

Based on the representations set forth in JPMSI's July 2 and September 3, 2003 request letters, the Commission has determined that, under the circumstances, the request for a waiver of the disqualifications resulting from the entry of the Final Judgment is appropriate and should be granted.

Accordingly, IT IS ORDERED, pursuant to Section 27A(b) of the Securities Act and Section 27E(b) of the Exchange Act, that a waiver from the disqualification provisions of Section 27A(b)(1)(A)(ii) of the Securities Act and Section 21E(b)(1)(A)(ii) of the Exchange Act as to JPMSI and its affiliates resulting from the entry of the Final Judgment is hereby granted.

By the Commission.

http://www.sec.gov/litigation/admin/33-8302.htm