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                SECURITIES AND EXCHANGE COMMISSION
                         

Securities Act of 1933
Release No.  7372 / December 16, 1996

Securities Exchange Act of 1934
Release No. 38049 / December 16, 1996               

Accounting Auditing Enforcement
Release No.   863 / December 16, 1996

Admin. Pro. File No. 3-9201


PROCEEDINGS INSTITUTED AGAINST SKY SCIENTIFIC, INC., DENVER
BROKER-DEALERS AND OTHERS

     The Commission announced that it has instituted public
administrative proceedings pursuant to Sections 15(b) and 19(h)
of the Securities Exchange Act of 1934 ("Exchange Act") and
cease-and- desist proceedings pursuant to Section 21C of the
Exchange Act and Section 8A of the Securities Act of 1933
("Securities Act") against:

     Sky Scientific, Inc., a Florida company
     W.A. Dorow, Jr., president of Sky Scientific
     Jerry L. Foster, chief financial officer of Sky Scientific
     Gilbert Marshall & Co., Inc., a Colorado broker-dealer
     Michael A. Usher, president of Gilbert Marshall
     Strategic Resource Management, Inc., a Colorado broker-
dealer
     William A. Moler, president of Strategic Resource Management
     Daniel R. Lehl, a registered representative at Gilbert
     Marshall and Strategic
     Thomas Patrick Meehan, a registered representative at
Gilbert        Marshall and Strategic
     Douglas A. Glaser, a registered representative at Gilbert
          Marshall
     Smith, Benton & Hughes, Inc., a California broker-dealer
     Michael Zaman, president of Smith, Benton & Hughes
     George T. Hellen, a registered representative at Smith,
Benton         & Hughes
     Robert Schlien, a Florida stock promoter
     American Capital Network, Inc., a Florida corporation  owned
          by Schlien
     Philip M. Georgeson, a Colorado stock promoter
     Melvin L. Levine, a Florida stock promoter
     William David Jones, a Florida stock promoter.

     The order instituting proceedings alleges that between April
     1993 and June 1995:
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     Gilbert Marshall, Usher, Smith, Benton & Hughes, Zaman,
Lehl, Meehan, Glaser, Hellen, Georgeson, Schlien, American
Capital, Levine, and Jones violated the registration provisions
of the Securities Act by participating in the offer and sale of
common stock in regard to which Sky Scientific filed Forms S-8
(Sky Scientific registered approximately 30 million shares on
Form S-8);

     all respondents, except Strategic Resource Management and
Moler, violated the antifraud provisions of the securities laws
by making materially false and misleading statements to
investors, principally concerning the value of Sky Scientific's
mineral assets, the magnitude of its expenses, and the value of
financial instruments purportedly issued by a Russian bank;

     Schlien, American Capital Network, Levine, and Jones also
violated the anti-touting provision of the Securities Act by
publishing materials touting Sky Scientific without disclosing
that they had received common stock from Sky Scientific;

     Gilbert Marshall, Usher, Strategic Resource Management and
Moler violated the antifraud provisions by selling Sky Scientific
stock to customers at prices that included excessive, undisclosed
markups;

     Sky Scientific, Dorow, and Foster violated the antifraud and
periodic reporting provisions by making false filings with the
Commission and creating false accounting records.

     A hearing will be scheduled to determine whether the allega-
tions are true and, if so, what sanctions, if any, are
appropriate and in the public interest, whether a cease-and-
desist order should be issued, and whether disgorgement and civil
penalties are appropriate.