UNITED STATES OF AMERICA
                                          Before the
                              SECURITIES AND EXCHANGE COMMISSION



          SECURITIES EXCHANGE ACT OF 1934
          Release No.  41133 / March 3, 1999

          ADMINISTRATIVE PROCEEDING
          File No. 3-9842


                              :
          In the Matter of    :    ORDER INSTITUTING A PUBLIC PROCEEDING
                              :    PURSUANT  TO SECTIONS 15(b) AND 19(h) OF THE
                              :    SECURITIES EXCHANGE ACT OF 1934, MAKING
          Randal Y. Stevens,  :    FINDINGS AND IMPOSING REMEDIAL SANCTIONS
                              :
               Respondent     :
                              :


                                         I.

               The Securities and Exchange Commission  ("Commission") deems
          it appropriate and in the public interest that   a  proceeding be
          instituted  pursuant  to  Sections  15(b)(6)  and  19(h)  of  the
          Securities Exchange Act of 1934 ("Exchange Act") with respect  to
          Randal Y. Stevens ("Stevens").

               In  anticipation  of  the  institution of these proceedings,
          Stevens has submitted to the Commission  an  Offer  of Settlement
          which  the  Commission has determined to accept. Solely  for  the
          purpose of these proceedings and any other proceedings brought by
          or on behalf  of  the Commission, or to which the Commission is a
          party and without admitting or denying the findings, except those
          contained in paragraphs III(A) and (B) below, which are admitted,
          Stevens consents to  the entry of this Order Instituting a Public
          Proceeding Pursuant to Sections 15(b) and 19(h) of the Securities
          Exchange  Act of 1934,  Making  Findings  and  Imposing  Remedial
          Sanctions ("Order").


                                         II.

               Accordingly,  IT  IS  ORDERED  that a proceeding pursuant to
          Sections  15(b)(6)  and  19  (h) of the Exchange  Act  is  hereby
          instituted.



                                        III.

               On  the basis of this Order  and  the  Offer  of  Settlement
          submitted by Stevens, the Commission finds  that:

               A.   From  approximately  November  1989  through  May 1990,
                    Stevens was employed as a registered representative  by
                    Brennan  Ross  Securities,  Inc. ("Brennan Ross"). From
                    June 1990 to September 1990 Stevens  was  a  registered
                    representative at First Choice Securities, Inc. ("First
                    Choice").   Both  firms  were broker-dealers registered
                    with the Commission pursuant  to  Section  15(b) of the
                    Exchange Act;

               B.   On January 29, 1998, Stevens was convicted, on his plea
                    of  guilty,  of  one  count  of  securities  fraud   in
                    violation  of  Title  15,  U.S.C.,  Sections 78j(b) and
                    78ff, U.S. v. Randal Y. Stevens, (Case No. 95-CR-126-S)
                    (D. Colo.); and

               C.   The indictment underlying Stevens' conviction  alleged,
                    among  other  things, that Stevens accepted $43,728  in
                    undisclosed compensation in return for introducing U.S.
                    Mint's promoter  to  Brennan  Ross and First Choice and
                    for actively promoting and selling U.S. Mint stock.


                                         IV.

               In view of the foregoing, it is in the  public  interest  to
          impose the sanctions specified in the Offer of Settlement.


               Accordingly,  IT  IS ORDERED THAT Stevens be, and hereby is,
          barred  from association  with  any  broker,  dealer,  investment
          company, investment adviser or municipal securities dealer.

               By the Commission.




                                                       Jonathan G. Katz
                                                       Secretary