UNITED STATES SECURITIES AND EXCHANGE COMMISSION

             SECURITIES EXCHANGE ACT OF 1934
             Release No. 41131 / March 3, 1999

             ADMINISTRATIVE PROCEEDING
             File No. 3-9840

                    ADMINISTRATIVE PROCEEDINGS INSTITUTED AGAINST
                     FORMER COLORADO STOCKBROKER ROBIN A. HEINEY

             On    March   3,  1999,  the  Commission  instituted  public
             proceedings   pursuant   to  Sections  15(b)(6) and 19(h) of
             the  Securities  Exchange Act  of  1934,   against  Robin A.
             Heiney   ("Heiney")  of  Aurora,  Colorado,  based upon  his
             previous criminal conviction.

             The Commission's Order charges  that  on  January  18, 1995,
             Heiney was convicted, on his plea of guilty, of one count of
             securities  fraud  involving the securities of a now-defunct
             corporation, U.S. Mint,  Inc.  ("U.S.  Mint"). U.S. Mint was
             primarily in the business of manufacturing gaming tokens for
             Las Vegas area casinos and destroying used  gaming tokens to
             recover  the precious metals. In his plea agreement,  Heiney
             admitted that he was paid undisclosed compensation, totaling
             approximately   $13,249,   for  promoting  and  selling  the
             microcap stock of U.S. Mint, Inc.  From approximately August
             1989  through  August  1990,  Heiney  was  associated  as  a
             registered representative with  two  broker dealers, Brennan
             Ross  Securities,  Inc.,  and National Securities  Corp.  On
             January 30, 1995,  Heiney was  sentenced  to  five  years of
             probation,  and ordered to pay a $2,000 fine.  His probation
             was revoked on  April 28, 1998, and he was sentenced to nine
             months imprisonment.

             A hearing will be held before an administrative law judge to
             determine whether the staff's allegations against Heiney are
             true, and if so,  what sanctions, if any, are appropriate in
             the public interest against him.