UNITED STATES SECURITIES AND EXCHANGE COMMISSION


             Securities Exchange Act of 1934
             Release No.  40389 / September 1, 1998

             Administrative Proceeding File No.  3-9691

             PUBLIC ADMINISTRATIVE AND CEASE-AND-DESIST PROCEEDING
             INSTITUTED AGAINST INTERSTATE TRANSFER CO. AND JANIS A.
             PATTERSON

             Public administrative and cease-and-desist proceedings have
             been instituted against Interstate Transfer Co.
             ("Interstate"), a registered transfer agent, and Janis A.
             Patterson, the company's owner and principal officer,
             alleging, among other things, that Interstate failed to
             comply, over a prolonged period of time, with a number of
             provisions of the Securities Exchange Act of 1934 and
             related rules which govern the operations of transfer
             agents.  It is alleged that Interstate failed to comply with
             the turnaround, recordkeeping, signature guarantee,
             fingerprinting and notification provisions as they relate to
             transfer agents.  It is also alleged that Interstate had
             been notified it was in violation of these regulations and
             had responded that the deficiencies had been or were being
             corrected when, in fact, the firm remained in violation of
             the regulations.

             The order alleges that Interstate violated Sections
             17(a)(3), 17(f)(2) and 17A(d) of the Securities Exchange Act
             of 1934 ("Exchange Act") and Rules 17f-2, 17Ad-2, 17Ad-6,
             17Ad-10, 17Ad-15 and 17Ad-16 thereunder, and that Patterson
             caused and willfully aided and abetted ITC's violations of
             Sections 17(a)(3), 17(f)(2) and 17A(d) of the Exchange Act
             and Rules 17f-2, 17Ad-2, 17Ad-6, 17Ad-10, 17Ad-15 and 17Ad-
             16 thereunder.

             A hearing before an administrative law judge will be held to
             determine whether the allegations contained in the order are
             true, and, if so, to determine what if any sanctions are
             appropriate in the public interest.