U.S. Securities and Exchange Commission

          Securities Exchange Act of 1934
          Release No.  39921 / April 27, 1998

          Investment Company Act of 1940
          Release No.  23130 / April 27, 1998

          Investment Advisers Act of 1940
          Release No.  1719 / April 27, 1998

          Administrative Proceeding
          File No. 3-9589

          In  the  Matter  of George E. Brooks & Associates, Inc., Morehead
          Investment Advisors, Inc., and George E. Brooks

               The Securities  and Exchange Commission announced today that
          it has instituted administrative and cease-and-desist proceedings
          against  George  E. Brooks  &  Associates,  Inc.  ("Associates"),
          Morehead Investment  Advisors,  Inc.  ("Morehead"), and George E.
          Brooks ("Brooks") all of Charlotte, North  Carolina.   Associates
          has been registered with the Commission as an investment  adviser
          since  January  1991.   Morehead  has  been  registered  with the
          Commission  as a broker-dealer since December 1993.   Brooks  was
          the principal  shareholder  and  president  of  Associates, and a
          principal shareholder and chairman of the board of  directors  of
          Morehead.

               The order instituting public proceedings alleges that Brooks
          engaged  in  a  series  of  free riding transactions on behalf of
          Associates, Morehead, a Morehead  employee, and certain customers
          of  Morehead,  effected  unsuitable securities  transactions  for
          certain customers of Morehead, and caused Morehead to violate net
          capital  and  books and records  requirements.   The  order  also
          alleges that Brooks  caused  Associates  to  fail  to disclose to
          clients  its  weak financial condition, and caused Associates  to
          violate   certain   brochure,   filing,   and   books-and-records
          requirements.

               A hearing  will be held to determine whether the allegations
          contained in the  Order are true.  The administrative proceedings
          also will determine:  (1)  whether remedial action under Sections
          203(e)  and  203(f)  of  the  Investment  Advisers  Act  of  1940
          ("Advisers Act"), entry of cease-and-desist  orders under Section
          203(k)  of  the Advisers Act, an accounting and  disgorgement  of
          unlawful profits  under  Sections  203(j)  and  203(k)(5)  of the
          Advisers Act, and the imposition of civil penalties under Section
          203(i)  of  the  Advisers  Act  are appropriate and in the public
          interest against Associates and Brooks;  and (2) whether remedial
          action under Sections 15(b) and 19(h) of the  Securities Exchange
          Act of 1934 ("Exchange Act") and Section 9(b) of  the  Investment
          Company  Act of 1940 ("Investment Company Act"), entry of  cease-
          and-desist  orders  under  Section  21C  of  the Exchange Act, an
          accounting  and disgorgement of unlawful profits  under  Sections
          21B(e) and 21C(e)  of  the  Exchange  Act,  and the imposition of
          civil penalties under Section 21B of the Exchange Act and Section
          9(b) of the Investment Company Act, are appropriate  and  in  the
          public interest against Associates, Morehead and Brooks.