UNITED STATES OF AMERICA
                                       Before the
                            SECURITIES AND EXCHANGE COMMISSION

             SECURITIES EXCHANGE ACT OF 1934
             Release No. 40488 / September 28, 1998

             ADMINISTRATIVE PROCEEDING
             File No. 3-9735
             ______________________________
                                           :    ORDER INSTITUTING PUBLIC
             In the Matter of              :    ADMINISTRATIVE PROCEEDINGS
                                           :    PURSUANT TO SECTIONS 15(b)
             Nancy A. Swoffer,             :    AND 19(h) OF THE SECURITIES
                                           :    EXCHANGE ACT OF 1934,
                                           :    MAKING FINDINGS AND
             Respondent.                   :    IMPOSING REMEDIAL SANCTIONS
             ______________________________:

                                           I.

                  The Securities and Exchange Commission (Commission)
             deems it appropriate and in the public interest to institute
             administrative proceedings against Nancy A. Swoffer
             (Swoffer) pursuant to Sections 15(b) and 19(h) of the
             Securities Exchange Act of 1934 (Exchange Act).  In
             anticipation of the institution of these administrative
             proceedings, Swoffer has submitted an Offer of Settlement
             (Offer) which the Commission has determined to accept.
             Solely for the purpose of these proceedings and any other
             proceedings 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 those matters
             contained in subparagraphs III.(A) and (B) below, which are
             admitted, Swoffer, by her Offer, consents to the entry of
             this Order Instituting Proceedings, Making Findings and
             Imposing Remedial Sanctions.

                                           II.

                   ACCORDINGLY, IT IS ORDERED that proceedings pursuant
             to Sections 15(b) and 19(h) of the Exchange Act be, and
             hereby are, instituted.

                                           III.

                  On the basis of this Order and Swoffer's Offer, the
             Commission makes the following findings:

                  A. During the period from in or about November 1989
             to March 1995, Swoffer was a registered representative
             associated with a registered broker-dealer.

                       B.   On September 22, 1998, in the case of SEC v.
             Gary W. Berus, et al. (Civil Action File No. 96-74524), the
             United States District Court for the Eastern District of
             Michigan, Southern Division, entered an Order of Permanent
             Injunction and Other Equitable Relief against Swoffer,
             pursuant to her consent and without admitting or denying the
             allegations contained in the Commission's Complaint,
             enjoining Swoffer from violating Section 17(a) of the
             Securities Act of 1933, Sections 10(b), 15(a)(1) and
             15(c)(1) of the Exchange Act and Rules 10b-5 and 15c1-2
             promulgated thereunder.

                       C.   The Commission's Complaint in the above
             action alleged that from approximately January 1990 to in or
             about November 1994, Swoffer, among others, participated in
             a scheme whereby approximately 120 investors were defrauded
             in connection with the offer, purchase and sale of over $3
             million in fictitious certificates of deposit issued by a
             purported international bank, Century Security Bank & Trust,
             Ltd. (CSBT), and membership interests in Profit Masters
             Group (Profit Masters).  In connection therewith, Swoffer,
             directly and indirectly, made misrepresentations and omitted
             to state material facts concerning the legitimacy of the
             CSBT and Profit Masters investments, the returns to be
             expected, the use of investor proceeds and the risks
             involved.  In addition, the Commission's Complaint alleged
             that by regularly offering and selling such securities for
             the account of others while also receiving commissions from
             such sales, Swoffer was acting as a securities broker and
             should have been registered as a broker-dealer with the
             Commission.
                                           IV.

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

                   ACCORDINGLY, IT IS ORDERED THAT:

                  Nancy A. Swoffer be, and hereby is, barred from
             association with any broker, dealer, municipal securities
             dealer, investment company or investment adviser.


                  By the Commission.



                  Jonathan G. Katz
                  Secretary