UNITED STATES OF AMERICA
                                      Before the
                          SECURITIES AND EXCHANGE COMMISSION


     SECURITIES EXCHANGE ACT OF 1934
     Release No. 39212 / October 7, 1997

     INVESTMENT ADVISERS ACT OF 1940
     Release No.  1677 / October 7, 1997

     ADMINISTRATIVE PROCEEDING
     File No. 3-9476


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                                   :
     In the Matter of              :
                                   :    ORDER INSTITUTING
                                   :    PROCEEDINGS, MAKING 
     MARK E. GATCH,                :    FINDINGS, AND IMPOSING
                                   :    REMEDIAL SANCTIONS    
               Respondent.         :
                                   :
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                                          I.

          The Securities and Exchange Commission ("Commission") deems it
     appropriate and in the public interest that public administrative
     proceedings be instituted against Mark E. Gatch ("Gatch") pursuant to
     Sections 15(b)(6) and 19(h) of the Securities Exchange Act of 1934
     ("Exchange Act") and Section 203(f) of the Investment Advisers Act of 1940
     ("Advisers Act"). 

                                         II.

          In anticipation of the institution of this administrative proceeding,
     Gatch 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 to which
     the Commission is a party, and without admitting or denying the findings
     contained herein, except as to paragraphs III.a. and III.b. below, which
     Gatch admits, Gatch consents to the issuance of this Order Instituting
     Proceedings, Making Findings, and Imposing Remedial Sanctions ("Order"). 

          Accordingly, IT IS ORDERED that an administrative proceeding be and
     hereby is instituted against Gatch pursuant to Sections 15(b)(6) and 19(h)
     of the Exchange Act and Section 203(f) of the Advisers Act. 







                                        III. 

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

          a.   From February 1992 through March 1995, Gatch was the president of
     Ben Mar Investments, Inc. ("Ben Mar").  From October 1988 through at least
     March 1995, Gatch was a registered representative of Mariner Financial
     Services, Inc., a registered broker-dealer.  From May 1994 through the
     present, Gatch was the president of Option Advisers, Inc., a registered
     investment adviser.

          b.   Gatch was permanently enjoined by the United States District
     Court for the Southern District of Ohio, Western Division, in SEC v. Mark
     E. Gatch and Henry Benjamin Schmidt, Case No. C-1-97-599 (SSB) (the
     "Injunctive Action"), from violating Sections 5 and 17(a) of the Securities
     Act of 1933, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder,
     and Sections 203(a), 206(1), 206(2), and 206(4) of the Advisers Act, and
     Rule 206(4)-2 thereunder.

          c.   The Commission's Complaint in the Injunctive Action alleged, in
     part, as follows:  From approximately February 1992 through March 1995,
     Gatch operated Ben Mar as an unregistered investment adviser to an
     unregistered investment company.  Gatch, individually and through Ben Mar,
     (i) offered and sold to the public unregistered securities that promised
     performance-based interest and the return of principal, (ii) conducted a
     Ponzi scheme using investor funds to pay off other investors, (iii)
     provided materially false and misleading information to investors and
     advisory clients and prospective investors and advisory clients concerning
     Ben Mar's performance, investment strategy and risks, and (iv) converted
     investor funds to his own use.  In addition, Gatch failed to comply with
     certain registration and custody requirements under the Advisers Act. 
     Gatch's fraudulent activities induced investors to provide approximately
     $19.5 million to Ben Mar; of that money, approximately $12.2 million was
     lost or converted. 












                              

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

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






                                         IV. 

          Based upon the foregoing, it is in the public interest to impose the
     sanctions specified in the Offer.  Accordingly,

          IT IS HEREBY ORDERED, effective immediately, that Gatch 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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