UNITED STATES OF AMERICA
                               Before the
                    SECURITIES AND EXCHANGE COMMISSION


     SECURITIES EXCHANGE ACT OF 1934
     Release No. 38944

     ADMINISTRATIVE PROCEEDING 
     File No. 3-9365______________________________
                                   )     ORDER INSTITUTING PUBLIC
     In the Matter of              )     ADMINISTRATIVE PROCEEDINGS
                                   )     PURSUANT TO SECTIONS 15(b)
                                   )     AND 19(h) OF THE SECURITIES
     GARY W. BERUS,                )     EXCHANGE ACT OF 1934,      
                                   )     MAKING FINDINGS AND IMPOSING 
     Respondent.                   )     REMEDIAL SANCTIONS
     ______________________________)     

                                   I.

          The Securities and Exchange Commission (Commission) deems it
     appropriate and in the public interest that public administrative
     proceedings be instituted pursuant to Sections 15(b) and 19(h) of the
     Securities Exchange Act of 1934 (Exchange Act) against Gary W. Berus
     (Berus).  

          In anticipation of the institution of these administrative
     proceedings, Berus has submitted an Offer of Settlement which the
     Commission has determined to accept.  Solely for the purpose of this
     proceeding 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 herein, except as to jurisdiction and those facts set
     forth in paragraphs II.A. and C. below, which are admitted, Berus consents
     to the entry of this Order Instituting Public Administrative Proceedings
     Pursuant to Sections 15(b) and 19(h) of the Securities Exchange Act of
     1934, Making Findings and Imposing Remedial Sanctions.

          Accordingly, it is ordered that proceedings pursuant to Sections 15(b)
     and 19(h) of the Exchange Act be, and hereby are, instituted.







                                   II.

          On the basis of this Order and the Offer of Settlement submitted by
     Berus, the Commission makes the following findings:<(1)>

          A.   During the period from in or around November 1989 to December
     1992, Berus was a registered representative associated with a broker-dealer
     registered with the Commission.

          B.  In addition, at all relevant times, Berus was the executive vice
     president of Century Security Capital, Ltd. and its subsidiary Century
     Security Bank and Trust, Ltd. (collectively referred to as Century
     Security), a managing partner of the Profit Masters Group (Profit Masters)
     and president of Meca International, Inc. (Meca).

          C.  On January 3, 1997, in the case of SEC v. Gary W. Berus, et al.
     (Civil Action File No. 96-74524), the Unites States District Court for the
     Eastern District of Michigan, Southern Division, entered an Order of
     Permanent Injunction and Other Equitable Relief against Berus, pursuant to
     his consent and without admitting or denying the allegations contained in
     the Commission's Complaint, enjoining Berus from violating Section 17(a) of
     the Securities Act of 1933, Section 10(b) of the Exchange Act and Rule 10b-
     5 promulgated thereunder.

          D.   The Commission's Complaint alleged that from approximately
     January 1990 to in or about April 1994, in connection with the offer,
     purchase and sale of interests in Century Security, Profit Masters and
     Meca, raising over $3 million from approximately 120 investors, Berus,
     directly and indirectly, made misrepresentations and omissions of material
     fact concerning the legitimacy of the investments, the returns to be
     expected, the risks involved and the use of investor proceeds.












                                   III.

          In view of the foregoing, it is in the public interest to impose the
     sanction specified in the Offer of Settlement.
                              

          <(1)>     The  findings herein  are made  pursuant to  Respondent
          Berus'  Offer  of Settlement  and are  not  binding on  any other
          person or entity in this or any other proceeding.

                              ======END OF PAGE 2======







                              ======END OF PAGE 3======

          ACCORDINGLY, IT IS HEREBY ORDERED THAT:

          Gary W. Berus be, and hereby is, barred from association with any
     broker, dealer, municipal securities dealer, investment adviser or
     investment company.

          By the Commission. 



                                       
                                        Jonathan G. Katz
                                        Secretary