UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13G
(Rule 13d-102)

Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Mark VII, Inc.
(Name of Issuer)

Common Stock, $.05 par value

(Title of Class of Securities)

570414 10 2
(CUSIP Number)


Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:

[  ] Rule 13d-1(b)
[x ] Rule 13d-1(c)
[  ] Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.

The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).

1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ROGER O. BROWN


2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]

3. SEC USE ONLY

4. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5. SOLE VOTING POWER
0

6. SHARED VOTING POWER
0

7. SOLE DISPOSITIVE POWER
0

8.SHARED DISPOSITIVE POWER
0

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
[ ]

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%

12. TYPE OF REPORTING PERSON*
IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!



SCHEDULE 13G


Item 1(a) Name of Issuer:
Mark VII, Inc.

1(b) Address of Issuer's Principal Executive Offices:
965 Ridge Lake Boulevard, Suite 100
Memphis, Tennessee 38120

Item 2(a) Name of Person Filing:
Roger O. Brown

2(b) Address of Principal Business Office or, if none, Residence:
Brown & Brown L.L.C.
225 W. Washington Street
Suite 1650
Chicago, Illinois  60606

2(c) Citizenship:
USA

2(d) Title of Class of Securities:
Common Stock, $.05 par value

2(e) CUSIP Number:
570414 10 2

Item 3 If this statement if filed pursuant to Rules 13d-1(b), or
13d-2(b):
Not applicable.

Item 4 Ownership:
4(a)  Amount beneficially owned:
0

4(b)  Percent of Class:
0%

4(c)  Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
0

(ii) shared power to vote or to direct the vote:
0

(iii) sole power to dispose or to direct the disposition of:
0

(iv) shared power to dispose or to direct the disposition of:
0

Item 5   Ownership of Five Percent or Less of a Class:
See Item 4.

Item 6 Ownership of More than Five Percent on Behalf of Another
Person:
Not Applicable.

Item 7 Identification and Classification of the Subsidiary which
Acquired the Security Being Reported on by the Parent Holding
Company:
Not Applicable.

Item 8   Identification and Classification of Members of the Group:
Not Applicable.

Item 9   Notice of Dissolution of Group:
Not Applicable.

Item 10  Certification:

By signing below the undersigned certifies that, to the best of its
knowledge and belief, the securities referred to above were not
acquired for the purpose of and do not have the effect of changing
or influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in any
transaction having such purpose or effect.

After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in
this statement is true, complete and correct.

As of January 31, 2000
/s/ Roger O. Brown
Roger O. Brown