U.S. SECURITIES AND EXCHANGE COMMISSION

Securities Exchange Act of 1934
Release No. 37240 / May 23, 1996

                      
In the Matter of A.R. Baron & Co., Inc., Andrew Bressman, and
Roman Okin (Administrative Proceeding File No. 3-9010)

     For the first time, the Commission today commenced an
emergency administrative proceeding to determine whether a
Temporary Cease and Desist Order and related interim relief
should be entered against A.R. Baron & Co., Inc., Andrew
Bressman, and Roman Okin ("the Respondents").  The Commission
issued an Order to Show Cause finding that reasonable cause
exists for believing that the Respondents have committed and are
committing fraud by engaging in conduct that poses a significant
risk of harm to investors.  The Commission directed Respondents
to appear at a hearing at 9:00 a.m. on May 29, 1996, to show
cause why the Commission should not issue the proposed Temporary
Cease and Desist Order.  Baron is a broker-dealer headquartered
in New York City.  Bressman is a registered representative and
principal of the firm, as well as its President and Chief
Executive Officer.  Okin is a registered representative and
principal of the firm.

     The Division of Enforcement alleges that from at least
February 1995 and continuing to the present, Respondents have
engaged in egregious fraudulent sales practices, including:

     ù    Placing unauthorized trades in customer accounts;

     ù    Refusing to carry out customer sell orders;

     ù    Refusing or delaying to remit proceeds of sales of
          securities to customers;

     ù    Opening accounts for customers without the customers'
          authorization; and

     ù    Placing margin transactions in customer accounts
          without the customers' authorization.

These practices, it is alleged, are the subject of numerous
recent customer complaints, involving nearly $17 million in
securities.
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     In addition to ordering Respondents to "cease and desist"
from violating the antifraud provisions of the federal securities
laws, the Temporary Cease and Desist Order would require Baron to
employ, cooperate with and pay for a full-time Special Compliance
Agent not unacceptable to the Division, to ensure that the
Respondents do not resume the fraudulent sales practices
described in the Division's application for emergency relief.  In
addition, it would require Respondents to submit a sworn
accounting of all monies or other assets paid directly or
indirectly to any of the Respondents or other principals Baron
employed during the period January 1, 1995 and the present.  The
proposed temporary order would remain in effect during the
pendency of the administrative proceeding and all appeals
therefrom.

     The Commission today also entered an Order Instituting
Proceedings Pursuant to Section 8A of the Securities Act of 1933
and Sections 15(b)(4), 15(b)(6), 19(h), and 21C of the Exchange
Act as to Respondents, alleging that since at least February
1995, they have engaged in fraudulent sales practices of the type
described above.