UNITED STATES OF AMERICA
                                     Before the 
                          SECURITIES AND EXCHANGE COMMISSION



     SECURITIES EXCHANGE ACT OF 1934
     Release No. 39141 / September 29, 1997              

     ADMINISTRATIVE PROCEEDING
     File No. 3-9445


                                     
                                     :
          In the Matter of           :   ORDER INSTITUTING PUBLIC
                                     :   ADMINISTRATIVE PROCEEDING PURSUANT
          CARY S. GREENE             :   TO SECTIONS 15(b) AND 19(h) OF THE
                                     :   SECURITIES EXCHANGE ACT OF 1934,
                         Respondent. :   MAKING FINDINGS AND IMPOSING
                                     :   REMEDIAL SANCTIONS
                                      
                                     :
             


                                          I.

          The Securities and Exchange Commission ("Commission") deems it
     appropriate and in the public interest that a public administrative
     proceeding pursuant to Sections 15(b) and 19(h) of the Securities Exchange
     Act of 1934 ("Exchange Act") be instituted against Cary S. Greene
     ("Greene").

                                         II.

          In anticipation of the institution of this proceeding, Greene has
     submitted an Offer of Settlement ("Offer"), which the Commission has
     determined to accept.  Solely for the purpose of this proceeding and any
     other proceeding brought by or on behalf of the Commission, or in which the
     Commission is a party, and without admitting or denying the findings
     contained herein, except that Greene admits the jurisdiction of the
     Commission over him and over the subject matter of this proceeding and the
     entry of a Judgment of Permanent Injunction and Other Relief against him as
     set forth in paragraph III.B., Greene consents to the entry of this Order
     Instituting Public Administrative Proceeding Pursuant to Sections 15(b) and
     19(h) of the Securities Exchange Act of 1934, Making Findings and Imposing
     Remedial Sanctions ("Order") set forth below.

          Accordingly, IT IS ORDERED that a proceeding pursuant to Sections
     15(b) and 19(h) of the Exchange Act be, and hereby is, instituted.



                                         III.







          On the basis of this Order and the Offer submitted by Greene, the
     Commission finds<(1)> that:   

          A.   Greene is 36 years old and resides in Santa Monica, California. 
     From June 1994 through May 1995, Greene was a registered representative
     with Columbus Financial, Inc. ("Columbus"), a broker-dealer registered with
     the Commission (File No. 8-39935) and based in Beverly Hills, California. 
     From December 1987 until October 1994, Greene was Vice-President,
     Secretary, Director, and partial owner of Mustang Development Corporation
     ("Mustang").  

          B.   A Judgment of Permanent Injunction and Other Relief was entered
     in the United States District Court for the Central District of California
     against Greene on April 17, 1997.  The Judgment permanently enjoins Greene
     from violations of Sections 5(a), 5(c), and 17(a) of the Securities Act of
     1933 and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder.  SEC
     v. Mustang Development Corporation, et al., Civil Action No. 97-0440 JGD
     (CTx) (C.D. Cal.).

          C.   The Commission's Complaint filed in the action described above
     alleges that from December 1987 through October 1994, Greene was an
     officer, director, and part owner of Mustang.  During that period, Mustang
     raised approximately $139 million from thousands of investors nationwide in
     the sale of interests in approximately 60 oil and gas limited partnerships. 
     Investors were told that the money they invested would be used by each
     partnership to purchase oil and gas properties and that the returns to be
     paid by the partnerships would come from revenues generated by those
     properties.  From August 1992 through October 1994, Greene, as one of
     Mustang's principals:  (1) commingled the assets of the various Mustang
     partnerships; (2) in some partnerships, used virtually none of the
     investors' capital to purchase oil and gas properties; (3) misappropriated
     millions of dollars of the investors' funds to support his personal
     lifestyle; and (4) used investor funds to finance a Ponzi scheme in which
     millions of dollars from new investors were funnelled back to old investors
     in the form of fictitious returns. 





                                         IV.

          Based on the foregoing, the Commission deems it appropriate and in the
     public interest to accept the Offer submitted by Greene and impose the
     sanctions specified in the Offer.


                              

          <(1)>     The findings herein are made pursuant to Greene's Offer
                    and are not binding on any other person or entity named
                    as a respondent in this or any other proceeding.

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






          Accordingly, IT IS HEREBY ORDERED that Greene, 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










































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