Barry A. Bates

SECURITIES EXCHANGE ACT OF 1934
Release No. 41893 \ September 22, 1999

ADMINISTRATIVE PROCEEDING
File No. 3-10019

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

I.

The Securities and Exchange Commission ("Commission") deems it appropriate in the public interest and for the protection of investors 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 Barry A. Bates ("Bates or Respondent").

In anticipation of the institution of these proceedings, Bates 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, Bates 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 Bates, the Commission finds that:

A. From at least November 1989 to September 1990, Bates was the president, a director and a 45% owner of Brennan Ross Securities, Inc. ("Brennan Ross"). Brennan Ross was a broker-dealer registered with the Commission pursuant to Section 15(b) of the Exchange Act;

B. On September 14, 1999, in Securities and Exchange Commission v. Anderson, et al., No. 92-M-1905, the United States District Court for the District of Colorado entered a final judgment permanently enjoining Respondent from violating Sections 5 and 17(a) of the Securities Act of 1933 ("Securities Act"), Section 10(b) of the Exchange Act, Rule 10b-5 and Rules 101 and 102 of Regulation M promulgated thereunder; and

C. The Commission alleged in Securities and Exchange Commission v. Anderson, et al., No. 92-M-1905, that Respondent, from November 1989 through September 1990, made purchases, offers and sales of unregistered U.S. Mint, Inc. stock, while engaging in fraudulent conduct regarding the securities of that company.

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 Bates be, and hereby is, barred from association with any broker or dealer.

By the Commission.

Jonathan G. Katz
Secretary