1
                                 EXHIBIT 23.3


                       CONSENT OF INDEPENDENT AUDITORS


The Board of Directors
Brooke Group Ltd.

We consent to the incorporation by reference of our report dated March 9, 1995
in the registration statement on Form S-3 (No. 33-3886) of Brooke Group Ltd., 
relating to the consolidated balance sheets of MAI Systems Corporation as of 
December 31, 1994 and 1993, and the related consolidated statements of 
operations, stockholders' deficiency and cash flows for the years ended 
December 31, 1994 and 1993, the three month period ended December 31, 1992 
and the fiscal year ended September 30, 1992, and related schedule, which 
report appears in the December 31, 1994  annual report on Form 10-K/A 
of MAI Systems Corporation. 


                                          KPMG Peat Marwick LLP 


Orange County, California
November 9, 1995