SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

         [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                             SECURITIES ACT OF 1934

           FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1999

                                       OR

             [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

     FOR THE TRANSITION PERIOD FROM _______________ TO ____________________

                       INSTITUTIONAL EQUITY HOLDINGS, INC.
                            (FORMERLY EUROMED, INC.)
             (Exact name of registrant as specified in its charter)

                         COMMISSION FILE NUMBER 0-27720


         NEVADA                                        88-0317700
 (State or other jurisdiction of                   (I.R.S. Employer
 incorporation or organization)                     Identification No.)


                           8214 WESTCHESTER, SUITE 500
                                DALLAS, TX 75225
               (Address of principal executive offices) (Zip Code)

                                 (214) 692-3544
              (Registrant's telephone number, including area code)

           Indicate  by check  mark  whether  the  registrant  (1) has filed all
reports  required to be filed by Section 13 or 15(d) of the Securities  Exchange
Act of 1934 during the preceding 12 months (or for such shorter  period that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

               Yes                            No         X

As of May 13, 1999, there were 2,507,000 shares  outstanding of the registrant's
common stock, $0.01 par value.
--------------------------------------------------------------------------------









<PAGE>


                                      INDEX

                          PART I. FINANCIAL INFORMATION
<TABLE>
<CAPTION>

                                                                                                               PAGE NO.
                                                                                                         --------------
<S>                                                                                                                   <C>         

ITEM 1.    FINANCIAL STATEMENTS (UNAUDITED):

              Balance Sheets -
                      December 31, 1998 and March 31, 1999                                                            3

              Statements of Operations -
                      Three months ended March 31, 1998 and 1999                                                      4

              Statements of Cash Flows -
                      Three months ended March 31, 1998 and 1999                                                      5

              Notes to Financial Statements                                                                           8

ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
              CONDITION AND RESULTS OF OPERATIONS                                                                    11

                           PART II. OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS                                                                                         13

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K                                                                          13



</TABLE>























<PAGE>


                       INSTITUTIONAL EQUITY HOLDINGS, INC.
                            (FORMERLY EUROMED, INC.)
                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

                                     ASSETS
                                                                       March 31,              December 31,
                                                                        1999                    1998
                                                                     (Unaudited)
<S>                                                                        <C>             <C>

Current Assets
   Cash                                                             $    41,261               $   118,130
   Investments, at market                                               825,997                   464,034
   Receivables
       Commissions                                                      130,718                   465,178
       Good faith deposits                                              100,000                   100,000
       Other                                                            150,014                   156,555
   Prepaid expenses                                                       1,876                    30,469
                                                                   ------------               -----------
           Total Current Assets                                       1,249,866                 1,334,366

Furniture and Equipment, net
   of accumulated depreciation                                          119,134                   119,231
Restricted investments, at market                                     1,859,140                         -
Other Assets                                                             11,727                    12,157
                                                                     -----------               -----------
           Total Assets                                              $3,239,867                $1,465,754
                                                                     ==========                ==========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
   Cash overdraft                                                   $    59,453             $           -
   Due to brokers                                                        67,883                    86,586
   Securities sold, not yet purchased                                     4,839                    11,667
   Accounts payable and accrued liabilities                             553,719                   495,050
                                                                    -----------               -----------
           Total Current Liabilities                                    685,894                   593,303

Loans Subordinated to Claims of
   General Creditors
       Officers                                                         270,000                   270,000
       Others                                                           245,000                   245,000
       Restricted investments                                         1,859,140                         -
Minority Interest in Subsidiary                                           4,182                         -
                                                                   ------------            --------------
           Total Liabilities                                          3,064,216                 1,108,303
                                                                     ----------                ----------

Stockholders' Equity
   Common stock, par value $.01 per share;
       20,000,000 shares authorized; 2,530,000
       shares issued and outstanding                                     25,300                    25,300
   Additional paid-in-capital                                           800,128                   795,987
   Retained (deficit)                                                  (517,527)                 (331,586)
                                                                    -----------               -----------
                                                                        307,901                   489,701
           Less treasury shares                                        (132,250)                 (132,250)
                                                                    -----------               -----------
              Total Shareholders' Equity                                175,651                   357,451
                                                                    -----------               -----------
              Total Liabilities and Shareholders' Equity             $3,239,867                $1,465,754
                                                                     ==========                ==========
                 See accompanying notes to financial statements.
                                        3

</TABLE>

<PAGE>


                       INSTITUTIONAL EQUITY HOLDINGS, INC.
                            (FORMERLY EUROMED, INC.)

                      CONSOLIDATED STATEMENT OF OPERATIONS
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                                For the Three Months Ended
                                                                                                March 31,
                                                                       1999                       1998
                                                                  --------------              --------
<S>                                                                    <C>                         <C>

Revenues
   Commissions$1,526,003                                             $  657,763
   Gain on firm securities accounts                                     239,438                   740,277
   Underwriting and syndicate income                                     78,504                   135,859
                                                                    -----------                ----------

       Total Revenue                                                  1,843,945                 1,533,899

Costs and expenses
   Commissions paid to other broker-dealers                             406,221                   304,736
   Employee compensation                                              1,087,220                   544,256
   Other general and administrative expenses                            526,609                   578,038
                                                                    -----------                ----------

       Operating Income (Loss)                                         (176,105)                  106,869

Other income (expense)
   Interest income                                                            -                     2,732
   Interest expense                                                     (20,701)                  (25,188)
                                                                    -----------               -----------

       Net Income (Loss) From Continuing
           Operations Before Minority Interest                         (196,806)                   84,413

 Minority interest in operating income of subsidiary                     (4,182)                        -
                                                                   ------------             -------------

       Net Income (Loss) From Continuing Operations                    (200,988)                   84,413

Discontinued operations
   Operating (loss)                                                           -                         -
   Gain (loss) on sale                                                   15,047                         -
                                                                    -----------             -------------

       Net Income (Loss)                                           $   (185,941)               $   84,413
                                                                   ============                ==========

Pro forma net (loss) per share
   Continuing operations                                           $       (.07)             $        .07
   Discontinued operations
       Loss on sale of discontinued operations                                -                         -
                                                                  -------------             -------------

                                                                   $       (.07)             $        .07
                                                                   ============              ============

Pro forma weighted average number
   of shares of common stock outstanding                              2,542,000                 1,100,000
                                                                     ==========                ==========

          See accompanying notes to consolidated financial statements.
                                        4

</TABLE>

<PAGE>




                       INSTITUTIONAL EQUITY HOLDINGS, INC.
                            (FORMERLY EUROMED, INC.)

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                    FOR THE YEAR ENDED DECEMBER 31, 1998 AND
                      THE THREE MONTHS ENDED MARCH 31, 1999
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                                    Retained
                                                  Common Stock    Additional        Earnings      Treasury
                                         Number    Par Value   Paid-In-Capital     (Deficit)       Shares        Total
<S>                                      <C>         <C>           <C>           <C>             <C>            <C>

Balance, December 31, 1997                 105    $       1          $ 71,029     $ 299,675     $ (24,000)      $346,705
   Retirement of treasury stock              -            -           (24,000)            -        24,000              -
   Net loss 1997                             -            -                 -      (631,261)            -       (631,261)
                                  ------------   ----------       -----------     ---------  ------------      ---------

Balance, December 31, 1998                 105            1            47,029      (331,586)            -       (284,556)
   Acquisition of parent
       February 16, 1999 - Note 2    2,564,895       25,299           748,958             -      (132,250)       642,007
                                     ---------      -------          --------  ------------     ---------      ---------

Restated, December 31, 1998          2,565,000       25,300           795,987      (331,586)     (132,250)       357,451
   Issuance of warrant to purchase
       414,062 shares of common
       stock                                 -            -             4,141             -             -          4,141
   Net (loss) 1998                           -            -                 -      (185,941)            -       (185,941)
                                  ------------   ----------       -----------   -----------  ------------     ----------

Balance, March 31, 1999
   (Unaudited)                       2,565,000      $25,300          $800,128     $(517,527)    $(132,250)      $175,651
                                     =========      =======          ========     =========     =========       ========

</TABLE>





























          See accompanying notes to consolidated financial statements.
                                        5

<PAGE>




                       INSTITUTIONAL EQUITY HOLDINGS, INC.
                            (FORMERLY EUROMED, INC.)
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                                 Three Months Ended
                March 31,
                                                                       1999                        1998
                                                                    ----------                 --------
<S>                                                               <C>                             <C>

Cash Flow from Operating Activities
   Net income (loss)                                             $   (185,941)                 $   84,413
   Adjustment to reconcile net income (loss)
       to net cash from operating activities
           Depreciation                                                 9,000                      12,000
           Minority interest in income of subsidiary                    4,182                           -
           Issuance of stock warrants                                   4,141                           -
   Changes in assets and liabilities
           Increase in investments                                   (361,963)                   (297,787)
           (Increase) decrease in receivables                         341,001                    (179,036)
           Decrease in prepaid expenses                                28,593                      23,101
           (Increase) decrease in other assets                            430                         (96)
           Increase in cash overdraft                                  59,453                      14,016
           Decrease in due to brokers                                 (18,703)                   (290,889)
           Increase (Decrease) in securities sold,
              not yet purchased                                        (6,828)                    476,570
           Increase in accounts payable
              and accrued liabilities                                   58,669                     92,000
                                                                     ---------                 ----------

              Net Cash Flow (Used) By Operating
                 Activities                                           (67,966)                    (65,708)
                                                                  -----------                  ----------

Cash Flow from Investing Activities
   Purchase of equipment                                               (8,903)                          -
                                                                 ------------               -------------

Cash Flow from Financing Activities
   Acquisition of restricted investments                           (1,859,140)                          -
   Increase in loans subordinated to claims
       of creditors                                                 1,859,140                           -
   Increase in note payable                                                 -                      57,373
                                                               --------------                  ----------

              Net Cash Flow Provided By
                 Financing Activities                                       -                      57,373
                                                               --------------                  ----------

Net Increase (Decrease) In Cash                                       (76,869)                     (8,335)

Cash at the Beginning of the Period                                   118,130                       8,335
                                                                  -----------                 -----------

Cash at the End of the Period                                     $    41,261               $           -
                                                                  ===========               =============

                 See accompanying notes to financial statements.
                                        6
</TABLE>


<PAGE>


                       INSTITUTIONAL EQUITY HOLDINGS, INC.
                            (FORMERLY EUROMED, INC.)

                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (UNAUDITED)
                                   (CONTINUED)
<TABLE>
<CAPTION>

                                                                                          Three Months Ended
                March 31,
                                                                       1999                        1998
                                                                    ----------                 --------
<S>                                                                   <C>                             <C>     

Supplemental Disclosures of Cash
   Flow Information
       Cash paid during the period for:
           Interest                                                  $ 17,555                    $ 25,188
                                                                     ========                    ========
           Income taxes                                            $        -                  $        -
                                                                   ==========                  ==========

</TABLE>


































                 See accompanying notes to financial statements.
                                        7


<PAGE>




                       INSTITUTIONAL EQUITY HOLDINGS, INC.
                            (FORMERLY EUROMED, INC.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

                                 MARCH 31, 1999

NOTE 1:  ACQUISITION OF REDSTONE SECURITIES, INC.

     In 1998  Institutional  Equity  Holdings,  Inc.  (formerly  EuroMed,  Inc.)
advanced monies to Redstone Securities, Inc. as
follows:

<TABLE>
<S>                                                                   <C>                              <C>

            Date                                                      Amount                              Description
       August 1998                                                  $ 300,000                        Subordinate Loan
       November 1998                                                  210,000                        Subordinate Loan
       December 1998                                                    8,500                        January 1999 Rent
                                                                  ------------
                                                                    $ 518,500
</TABLE>

The $510,000 of subordinated loans were subject to certain National  Association
Securities Dealers (NASD) subordination  restrictions and could not be repaid to
the Company  without prior written  approval of the NASD. In February  1999, the
$510,000 of subordinated loans, plus accrued interest,  were converted to equity
in Redstone Securities, Inc.

On November 6, 1998, the "Agreement and Plan of Reorganization" by and among the
Company, Redstone Acquisition Corp. and Redstone Securities,  Inc. was executed.
As of  February  16,  1999,  the Company  acquired a  ninety-six  percent  (96%)
ownership interest in Redstone Acquisition Corp. (which owns one hundred percent
(100%) of the outstanding common shares of Redstone Securities, Inc.) by issuing
one million,  one hundred  thousand  (1,100,000)  shares of its common stock for
nine hundred and sixty (960) shares of Redstone Acquisition Corp's common stock.
Five hundred thousand (500,000) of the acquisition shares were issued subject to
certain vesting restrictions. These restricted shares will vest as follows:

   o Shares  will vest if the  Company's  stock  trades for  twenty  consecutive
trading days as follows:

              Vesting
              Number of                                                Trading
                 Shares                                                 Value
              166,667                                                   $2.25
              166,667                                                   $3.75
              166,666                                                   $5.25

   o All shares will vest if the Company achieves the following earnings level:

              Net                                                 Year Ending
             Income                                               December 31,
           $200,000                                                  1999
           $350,000                                                  2000
           $525,000                                                  2001
   o   Any remaining  restricted shares will vest in their entirety on the third
       anniversary of the closing date of the merger transaction.
                                   (Continued)
                                        8


<PAGE>


                       INSTITUTIONAL EQUITY HOLDINGS, INC.
                            (FORMERLY EUROMED, INC.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                   (CONTINUED)

                                 MARCH 31, 1999


NOTE 1:  ACQUISITION OF REDSTONE SECURITIES, INC. (CONTINUED)

Pro forma consolidating  financial statements were presented in the Company Form
10-K for the year ended December 31, 1998 filed in April 1999.

The consolidated financial statements included therein are as follows:

       o   December 31, 1998 Consolidated  Balance Sheet - Amounts represent the
           consolidated  totals for the individual  companies'  balance  sheets,
           with all intercompany balances having been eliminated.

       o   Consolidated  Statements of  Operations  and Cash Flows for the three
           months ended March 31, 1999 - Represents the consolidated  operations
           of Institutional  Equity Holdings,  Inc. and its subsidiary  Redstone
           Acquisition  Corp. as if the  acquisition  had occurred on January 1,
           1999. All intercompany balances and transactions have been eliminated
           in consolidation.

      o    Statements of Operations and Cash Flows for the three months ended 
           March 31, 1998 - Represents the operations
           and cash flows for Redstone Securities, Inc, only.


NOTE 2:  RESTRICTED INVESTMENTS

On March 18, 1999, the Company  entered into an agreement with an individual for
the  delivery  to the Company of a  certificate  representing  66,250  shares of
common stock of Westower  Corporation.  The  agreement  included  the  following
terms:

       o   The individual will receive  compensation  equal to five percent (5%)
           of the average  daily  closing sales price of the common stock on the
           American  Stock  Exchange,  calculated for each fiscal  quarter.  The
           sales price of Westower  Corporation's common stock at March 18, 1999
           and March 31, 1999 were $24.63 and $28.06 per share, respectively.

       o   The Company  agrees not to transfer or assign the shares  without the
           individual's prior written consent during the term of the agreement.

       o   The Company will issue to the  individual a five year stock  purchase
           warrant  for  414,062  shares of common  stock of the  Company  at an
           exercise price of $2.00 per share.  The Company has the right to call
           the warrant if the trading  price of the  Company's  common stock has
           equaled or exceeded $4.00 per share for ten consecutive days.

       o  Agreement  can be  terminated  upon sixty (60) days'  notice by either
party.


                                        9


<PAGE>




                       INSTITUTIONAL EQUITY HOLDINGS, INC.
                            (FORMERLY EUROMED, INC.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                   (CONTINUED)

                                 MARCH 31, 1999


NOTE 3:  WEIGHTED AVERAGE OUTSTANDING

For  the  three  month  period  ended  March  31,  1999,  the  weighted  average
outstanding common shares is as follows:
<TABLE>
<S>                                                                               <C>       

           Shares outstanding, December 31, 1998                                   1,430,000

           Shares issued in acquisition of Redstone
              Securities, Inc.                                                     1,100,000

           Shares to be issued for service rendered in 1998                           35,000
                                                                                  ----------
                                                                                   2,565,000
              Less Treasury Shares                                                   (23,000)
                                                                                   2,542,000
</TABLE>

All common  shares  were  considered  to be  outstanding  from  January 1, 1999.
Diluted  (loss)  per common  share is not  disclosed  because  the effect of the
exercise of the common stock warrants would be anti-dilutive.


NOTE 4:    BASIS OF PRESENTATION

   The  accompanying  unaudited  consolidated  financial  statements  have  been
   prepared in accordance  with  generally  accepted  accounting  principals for
   interim financial information and with the instructions to Form 10-Q and Rule
   10-01 of  Regulations  S-X.  They do not  include all  information  and notes
   required by generally accepted  accounting  principals for complete financial
   statements.  However, except as disclosed,  there has been no material change
   in  the  information  disclosed  in  the  notes  to  consolidated   financial
   statements included in the Annual Report on Form 10-K of Institutional Equity
   Holdings, Inc. (formerly EuroMed, Inc.) for the year ended December 31, 1998.
   In the opinion of management, all adjustments (consisting of normal recurring
   accruals)  considered  necessary for a fair  presentation have been included.
   Operating  results for the three month period  ended March 31, 1999,  are not
   necessarily  indicative  of the  results  that may be  expected  for the year
   ending December 31, 1999.









                                       10



<PAGE>


ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 
CONDITION AND RESULTS OF OPERATIONS.

GENERAL

Swiss  Nassau  Corporation  was  incorporated  on May 17,  1994 in the  state of
Nevada,  United States of America,  with  authorized and issued share capital of
1,000 shares of common stock with no par value (the "Common Stock).  On June 15,
1994,  computer  equipment  with  estimated  value of $4,998 was  contributed in
exchange for all of the shares of Swiss Nassau Corporation. On October 20, 1995,
Swiss Nassau Corporation  changed its name into EuroMed,  Inc. ("EuroMed" or the
"Company")  and increased its authorized  shares to 20,000,000  shares of Common
Stock with a new par value of $0.01 per share,  and 5,000,000  preferred  shares
with a par value of $0.01 per share. On October 20, 1995, EuroMed, Inc. effected
a 150 for 1 stock split of its Common Stock.

On November  17,  1995,  all of the shares of  Galenica  B.V.  ("Galenica")  and
Confedera B.V. ("Confedera"),  both based in Oosterhout,  the Netherlands,  were
exchanged by the ultimate shareholder of both companies for all of the shares of
a newly-formed  company,  EuroMed Europe B.V. ("EuroMed Europe").  Prior to this
transaction Galenica and Confedera were owned by B.V. Wisteria  ("Wisteria"),  a
Netherlands limited liability company, which is owned by Pantapharma B.V., which
is owned by A. Francois  Hinnen.  All of the shares of EuroMed  Europe were then
exchanged for 1,850,000  shares of Common Stock.  Neither EuroMed Europe nor the
Company  had  any  operations,   and  these   transactions   were  completed  in
contemplation  of an initial public  offering  ("IPO") of shares of EuroMed.  In
March 1996 EuroMed  completed its IPO by selling  1,150,000 shares of its common
stock at $6.50 per share.  The  proceeds  of the IPO and  850,000  shares of its
common stock were used to acquire Mutarestes B.V. and Subsidiary  ("Mutarestes")
in July 1996 (estimated  acquisition price of $11,729,500).  Almost immediately,
upon completion of the acquisition of Mutarestes,  differences developed between
various officers,  directors and shareholders.  Mutarestes was subsequently sold
in July 1997 with a significant  loss being recognized and the 850,000 shares of
common stock being  returned to the Company.  In addition,  A.  Francois  Hinnen
returned 850,000 shares of common stock to the Company to mitigate the effect of
the loss on the Mutarestes transactions.

As a result of the failed  acquisition of Mutarestes and a significant change in
the Dutch law as it related to the wholesale price of pharmaceuticals, the Board
of  Directors  concluded  that it was in the best  interest of EuroMed to divest
itself of its  remaining  Dutch  pharmaceutical  operations.  In November  1997,
EuroMed Europe and its subsidiaries were sold.  EuroMed recognized a substantial
loss on the  disposal  of  EuroMed  Europe;  therefore,  the Board of  Directors
negotiated with A. Francois  Hinnen the return of 1,000,000  shares of EuroMed's
common  stock to lessen the  effects of the loss on disposal  for the  remaining
shareholders.

Effective February 16, 1999, Redstone Securities,  Inc.  ("Redstone") was merged
into a newly  organized  subsidiary of the Company with Redstone as the survivor
(the "Redstone Merger"). The Company issued 1,100,000 shares of its Common Stock
to the three principal of Redstone,  Thomas Laundrie,  Gary Purcell, and Richard
Belz; however,  500,000 of these shares are restricted until the market price of
the Company's Common Stock reaches certain price levels or the Company reporting
certain  levels of net income.  Notwithstanding  the price  levels of the Common
Stock or net income performance levels, the restricted shares will fully vest on
February 16, 2002. The 500,000 restricted shares are considered  outstanding and
are included in  computations  in this Form 10Q.  Redstone has been a registered
broker  dealer  since 1988 and has 70 retail  brokers.  Redstone  has offices in
Plainview, New York, New York, New York and Boca Raton, Florida.

Effective April 23, 1999, EuroMed, Inc. changed its name
into Institutional Equity Holdings, Inc.  ("IEH").

                                       11


<PAGE>



RESULTS OF OPERATIONS


Three Months Ended March 31, 1999, compared to Three Months Ended March 31, 1998

Revenues for the three months ended March 31, 1999,  increased 32% to $2,018,945
compared to $1,533,899  for the three months ended March 31, 1998. In 1998,  the
Company  had two offices in the state of New York and one office in the state of
Florida. In 1999, the Company added a fourth office in Dallas, Texas. It was the
addition of this office that caused the increase in revenues.

Cost and expenses for the three  months  ended March 31, 1999  increased  41% to
$2,020,050 compared to $1,427,030 for the three months ended March 31, 1998. The
primary cause of the increase in cost and expenses was due to increased employee
compensation related to the new Dallas office.

For the three months ended March 31, 1999,  the Company  reported a $25,988 loss
from  continuing  operations  as  compared  to a profit of $84,413 for the three
months ended March 31,  1998.  The loss was the result of the growth in employee
compensation which could not be offset by the increased revenues.


LIQUIDITY AND CAPITAL RESOURCES

   Cash (used in) operations was ($67,966) in the first quarter of 1999 compared
with  ($65,708) in the first quarter of 1998. The Company's  management  believe
that in future  quarters  the Company  will  generate  positive  cash flows from
operations,  based upon expected  revenues.  This cash flow generated  should be
sufficient to provide the Company with adequate working capital.

In the first  quarter of 1999 the Company  expended  $8,903 for the  purchase of
equipment.

On March 18, 1999 the Company  entered into an agreement  whereby  66,250 common
shares of Westower  Corporation were transferred by a third party to the Company
for its use, in exchange  for an interest fee based upon the market value of the
stock, plus the issuance of a stock purchase warrant.


SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

Forward-looking   statements  in  this  report,  including  without  limitation,
statements   relating   to  the   Company's   plans,   strategies,   objectives,
expectations,  intentions  and adequacy of  resources,  are made pursuant to the
Safe Harbor Provisions of the Private Securities  Litigation Reform Act of 1995.
Investors are cautioned that such  forward-looking  statements involve risks and
uncertainties  including  without  limitation the  following:  (i) the company's
plans, strategies, objectives, expectations and intentions are subject to change
at any time at the  discretion  of the  company,  (ii) the  company's  plans and
results of operations  will be affected by the  company's  ability to manage its
growth,   accounts   receivable  and  inventory;   and  (iii)  other  risks  and
uncertainties  as indicated from time to time in the company's  filings with the
Securities and Exchange Commission.







                                                             12



<PAGE>


                                     PART II

ITEM 1.           LEGAL PROCEEDINGS

The Company is still  involved in three legal  proceedings,  two in Nevada State
Court and one in the United States  District Court for the Northern  District of
Texas.  There has been no  substantive  activity in the past three months in the
first Nevada suit filed by the Company  against  former  directors  Gregory Alan
Gaylor and Robert Jansonius.

The second  legal  proceeding  is a lawsuit  filed by the  Company in the United
States District Court for the Northern District of Texas against Gaylor in which
a Final Judgment in the total amount of approximately $16 million was awarded in
favor of the Company against Gaylor.  Gaylor has not tendered any payments under
the Final Judgment and it remains wholly unsatisfied.

The third legal  proceeding is a Nevada  lawsuit filed by Gaylor and Jan Bouwman
(another former  director),  on behalf of themselves and the Company's  minority
shareholders,  against the Company.  A special  master was  appointed,  with the
Company's agreement, to investigate Gaylor and Bouwman's allegations against the
Company.  The special master conducted hearings in December 1997, and issued his
report dated July 30, 1998,  in which he reached the  conclusion  that:  (i) the
current  board  of  directors  has   restructured  the  Company  with  competent
management,  new objectives and adequate capital to maximize the Company's value
and the  shareholders'  return  on  investment,  (ii)  further  interference  by
shareholders, former officers, third parties and the court is not warranted, and
(iii) the Company should promptly complete all SEC filings and bring all SEC and
shareholder reports current. The Company completed and filed all such delinquent
reports in December 1998.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

a. Exhibits:

Number            Description of Exhibit

27.1   Financial Data Schedule*



*Filed Herewith


b. Reports on Form 8-K:
   None










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<PAGE>


                                   SIGNATURES

   Pursuant to the  requirements  of the  Securities  Exchange Act of 1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

Institutional Equity Holdings, Inc.

Dated:

<TABLE>
<S>                                                                      <C>      

       Signature                                                           Title




/s/  Robert A. Shuey,  III                                                 President and
Robert A. Shuey III                                                        Chief Executive Officer



/s/:  Anthony F. Vaccaro                                                   Director and Secretary
       Anthony F. Vaccaro





</TABLE>















                                       14

<PAGE>




                                  Exhibit Index



Exhibit No.                    Description

27.1                           Financial Data Schedule.(*)


(*)                            Filed herewith








































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