UNITED STATES OF AMERICA
                            Before the
                SECURITIES AND EXCHANGE COMMISSION


SECURITIES EXCHANGE ACT OF 1934
Release No. 37129 / April 19, 1996       
 
ADMINISTRATIVE PROCEEDING
File No.  3-8989

______________________________
                              :    ORDER INSTITUTING PROCEEDINGS
                              :    PURSUANT TO SECTIONS 15(b) AND
In the Matter of              :    19(h) OF THE SECURITIES
                              :    EXCHANGE ACT OF 1934, MAKING
LINDA J. BUSTIN               :    FINDINGS AND IMPOSING REMEDIAL
                              :    SANCTIONS 
______________________________:


                                I.

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

                               II.

     In anticipation of the institution of this administrative
proceeding, Bustin has submitted an Offer of Settlement ("Offer")
that 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, Bustin, by her Offer, in which she admits the findings
herein, consents to the entry of the findings and the imposition
of the remedial sanctions set forth below.

     Accordingly, IT IS ORDERED that proceedings pursuant to
Sections 15(b) and 19(h) be, and hereby are, instituted. 

                               III.

     On the basis of this Order Instituting Proceedings Pursuant
to Sections 15(b) and 19(h) of the Securities Exchange Act of
1934, Making Findings and Imposing Remedial Sanctions ("Order"),
and the Offer submitted by Bustin, the Commission finds that:

     A.   From September 1979 through March 1993, Bustin, a
resident of Stoneham, Massachusetts, was employed as a registered
representative at the Burlington branch office of Merrill Lynch,
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Pierce, Fenner & Smith, Incorporated ("Merrill Lynch"), a
broker-dealer registered with the Commission. 

     B.   On November 15, 1993, Bustin pleaded guilty to an
Information filed by the U.S. Attorney for the District of
Massachusetts, charging her with mail fraud.-[1]-  According
to the Information, the U.S. Attorney alleged that while employed
as a registered representative by Merrill Lynch, Bustin engaged
in various schemes to defraud her brokerage customers of
$308,194.  Specifically, the U.S. Attorney alleged that Bustin
changed customers' mailing addresses to a post office box,
transferred customer funds into a bogus account at Merrill Lynch,
and stole checks from the mail room at the Burlington branch
office of Merrill Lynch.

     C.   On February 28, 1994, Bustin was sentenced to 18 months
in prison and ordered to pay restitution of $314,666 and a
special assessment of $1,200.  
                               IV.

     In view of the foregoing, the Commission deems it
appropriate and in the public interest to accept the Offer
submitted by Bustin and impose the sanctions specified in the
Offer.
  
     Accordingly, IT IS HEREBY ORDERED that Linda J. Bustin 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















---------FOOTNOTES----------
     -[1]-     U.S. v. Linda J. Bustin, Criminal No. 93-10296-WD
               (D. Mass.).