UNITED STATES OF AMERICA
                                     Before the 
                          SECURITIES AND EXCHANGE COMMISSION


     Securities Exchange Act of 1934
     Release No. 38814 / July 3, 1997

     Securities Investor Protection Act of 1970
     Release No.   164 / July 3, 1997


     ADMINISTRATIVE PROCEEDING 
     File No. 3-9224

     In the Matter of BRIAN J. MCCAHERY

     ORDER MAKING FINDINGS AND IMPOSING REMEDIAL SANCTIONS 

                                          I.

          In connection with public administrative proceedings instituted
     against Brian J. McCahery ("McCahery") pursuant to Sections 15(b) and 19(h)
     of the Securities Exchange Act of 1934 ("Exchange Act") and Section 14(b)
     of the Securities Investor Protection Act of 1970 ("SIPA"),<(1)>
     McCahery has submitted an Offer of Settlement ("Offer") which the
     Securities and Exchange Commission ("Commission") has determined is in the
     public interest to accept.  Solely for the purpose of these proceedings and
     any other proceeding brought by or on behalf of the Commission or in which
     the Commission is a party, McCahery, by his Offer, consents to the entry of
     this Order Making Findings and Imposing Remedial Sanctions ("Order").  

                                         II.

          On the basis of this Offer, the Commission finds<(2)>that:

               1.   U.S. Equity Management Corp. ("U.S. Equity Management") was
     registered with the Commission as a broker-dealer, pursuant to Section
     15(b) of the Exchange Act, from September 14, 1993 to November 9, 1994;


               2.   From approximately August 1993 through May 1995, McCahery
     possessed, indirectly or directly, the power to direct, and cause the
     direction of, the management, policies and daily operations of U.S. Equity

                              

          <(1)>     The Order Instituting Proceedings was issued on January
                    16, 1997.  See Exch. Act. Rel. No. 38176.

          <(2)>     Any findings contained herein are made pursuant to
                    McCahery's Offer of Settlement and are not binding on
                    any other person or entity named as a respondent in
                    this or any other proceeding.  







     Management, which, prior to its cessation of operations, held special
     rights to trade a proprietary account on the American Stock Exchange; 

               3.   From approximately August 1993 through May 1995, McCahery
     misappropriated approximately $3 million in U.S. Equity Management's
     customers' funds and, as such, failed to act in a responsible manner to
     avoid the financial collapse of U.S. Equity Management;

               4.   On September 22, 1995, the Honorable Shira A. Scheindlin,
     United States District Court Judge, entered an Order<(3)>on consent
     which, inter alia, appointed a trustee for the liquidation of the business
     of U.S. Equity Management and removed the liquidation proceeding to the
     Bankruptcy Court pursuant to SIPA; and

               5.   On December 21, 1995, McCahery pled guilty to a one count
     Information charging him with wire fraud arising from his misappropriation
     of customer funds through U.S. Equity Management<(4)>and, on May 3,
     1996, McCahery was sentenced to three years in prison and ordered to pay
     restitution.

                                         III.

          In view of the foregoing, the Commission finds that it is in the
     public interest to impose the sanctions specified in the Offer of
     Settlement.

          Accordingly, IT IS ORDERED that McCahery be barred from association
     with any broker, dealer, investment company, investment adviser or
     municipal securities dealer, effective immediately.

          For the Commission, by its Secretary, pursuant to delegated authority. 



                                        Jonathan G. Katz
                                        Secretary








                              

          <(3)>     Securities Investor Protection Corporation v. U.S.
                    Equity Management Corp., 95 CIV 8019 (SAS) (September
                    22, 1995).

          <(4)>     United States of America v. Brian J. McCahery, 95 CR.
                    1090 (JFK).  

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