SECURITIES EXCHANGE ACT OF 1934
          RELEASE NO.  41198 / March 22, 1999

          ADMINISTRATIVE PROCEEDING
          FILE NO.  3-9853

               The   Commission   has   instituted   public  administrative
          proceedings pursuant to Section 15(b)  of the Securities Exchange
          Act of 1934 ("Exchange Act") against Gerard Burns ("Burns").  The
          Order  Instituting Proceeding alleges that Burns  was  the  chief
          executive officer and president of VDS Enterprises, Inc. ("VDS"),
          a public  company and that on October 21, 1998, the United States
          District Court  for  the  Southern  District of Florida entered a
          final  judgment  of permanent injunction  and  other  relief,  by
          default, enjoining  Burns  from  further  violations of the anti-
          fraud   and  corporate  reporting  provisions  of   the   federal
          securities  laws.   SEC v. Gerard Burns, et al., Civil Action No.
          97-3111-CIV-MOORE (S. D. Fla. 1997).

               Previously, on September  29,  1997,  the Commission filed a
          complaint, alleging that between July and November  1994,  Burns,
          with  the  active participation of  others, solicited investments
          in VDS from citizens of Spain and that during that period,  Burns
          fraudulently offered and sold approximately $2.7 million worth of
          VDS stock to Spanish citizens.

               The Order  alleges  that the centerpiece of the sales effort
          was a Business Profile provided  to  most investors which was the
          sole source of information about VDS and which contained material
          misrepresentations  and  omissions  of material  fact,  including
          among  other things, the following:  (1)  representing  that  VDS
          owned  a   solid   waste  collection  and  disposal  business  in
          Venezuela, when, in  fact,  it  was  never  acquired  by VDS; (2)
          representing that VDS had "anticipated" annual combined  revenues
          of $45-$50 million and assets of $16,343,371, when, in fact, such
          "anticipated  revenues"  and  "combined  revenues" were baseless;
          (3)  misrepresenting  that  VDS  had service contracts  for  $100
          million worth of environmental clean-up work, thereby overstating
          the total amount of such contracts  by at least 800%; (4) failing
          to  disclose  that  in 1987, Burns was criminally  convicted  for
          fraud in connection with the sale of unregistered securities; and
          (5) failing to disclose  that  approximately  $635,000  from  the
          proceeds  of  the  sale  of   VDS  stock would be used for Burns'
          personal expenses.

               A hearing will be held before an administrative law judge to
          determine whether the staff’s allegations are true, and if so,
          what sanctions, if any, are appropriate.





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