SECURITIES AND EXCHANGE COMMISSION
                                   Washington, D.C.

     Securities Exchange Act of 1934
     Rel. No. 38705 / June 2, 1997

     Admin. Proc. File No. 3-8294
                                             
                                             :
               In the Matter of              :
                                             :
               SUZANNE L. COOK               :
                                             :
                                             

     OPINION OF THE COMMISSION

          BROKER-DEALER PROCEEDING

               Ground for Remedial Action

                    Alleged Primary Violation of Antifraud Provisions in
                    Connection With Issuance of False and Misleading Press
                    Release

          Analyst charged with primary violation of antifraud provisions of
          securities laws for participation in drafting for company a press
          release that was materially false and misleading.  Held, proceeding
          dismissed because record does not support finding of liability.

     APPEARANCES:

          Graeme W. Bush, Trevor W. Swett III, Paul G. Cellupica, and Nathan D.
     Finch, of Caplin & Drysdale, Chartered, for Suzanne L. Cook.

          Catherine M. Shea and Judith M. Gelber, for the Division of
     Enforcement.

     Appeal filed:  May 15, 1995
     Last brief received:  March 3, 1997
     Oral argument held:  April 25, 1997

                                          I.

          Suzanne L. Cook, a former analyst with Merrill Lynch, Pierce, Fenner &
     Smith ("Merrill Lynch"), appeals from the decision of an administrative law
     judge.  The law judge found that Cook drafted a press release for Barton
     Industries, Inc. ("Barton" or the "Company") that was materially false and
     misleading, in violation of Section 10(b) of the Securities Exchange Act of
     1934 ("Exchange Act") and Rule 10b-5 thereunder.   The law judge barred
     Cook from association with any broker, dealer, municipal securities dealer,
     investment adviser, or investment company, with a right to re-apply in
     three years.  He also ordered Cook to cease and desist from committing or







     causing any violation and committing or causing any future violation of
     those provisions.

                                         II.

          The complaint in this matter alleged that Cook "willfully violated
     Section 10(b) of the Exchange Act and Rule 10b-5 thereunder by preparing
     [a] press release for dissemination to the public on December 17, 1990 on
     behalf of Barton, which contained statements and omissions which she knew
     or was reckless in not knowing were materially false and misleading."  The
     record before us, which we have reviewed de novo, does not support a
     finding of liability on this charge.  We accordingly dismiss this
     proceeding.

          An appropriate order will issue.

          By the Commission (Chairman LEVITT and Commissioners WALLMAN, JOHNSON,
     and HUNT).




                                             Jonathan G. Katz
                                                Secretary





























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                               United States of America
                                      before the
                          SECURITIES AND EXCHANGE COMMISSION

     Securities Exchange Act of 1934
     Rel. No.

     Admin. Proc. File No. 3-8294
                                             
                                             :
               In the Matter of              :
                                             :
               SUZANNE L. COOK               :
                                             :
                                             

     ORDER DISMISSING PROCEEDINGS

          On the basis of the Commission's opinion issued this day, it is

          ORDERED that this proceeding be, and it hereby is, dismissed.

          By the Commission.




                                             Jonathan G. Katz
                                                Secretary