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                               UNITED STATES OF AMERICA
                                      Before the
                          SECURITIES AND EXCHANGE COMMISSION


SECURITIES EXCHANGE ACT OF 1934
Release No. 38177 / January 16, 1997

ADMINISTRATIVE PROCEEDING
File No. 3-9225

______________________________
                              :
In the Matter of              :    ORDER INSTITUTING PROCEEDINGS,
                              :    MAKING FINDINGS, AND IMPOSING
ROBERT ALBERT MERRIFIELD      :    REMEDIAL SANCTIONS
______________________________:

                                I.

     The Securities and Exchange Commission ("Commission") deems
it appropriate and in the public interest that public
administrative proceedings be, and they hereby are, instituted
against Robert Albert Merrifield ("Merrifield"), pursuant to
Sections 15(b)(6) and 19(h) of the Securities Exchange Act of
1934 ("Exchange Act") and Section 203(f) of the Investment
Advisers Act of 1940.

                                II.

     In anticipation of the institution of these administrative
proceedings, Merrifield has submitted an Offer of Settlement of
Robert Albert Merrifield ("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, Merrifield,
without admitting or denying the findings, except as to the entry
of the injunction set forth in paragraph III.C., which is
admitted, admits the jurisdiction of the Commission over him and
over the subject matter of this administrative proceeding and
consents to the entry of this Order Instituting Proceedings,
Making Findings, and Imposing Remedial Sanctions ("Order") and to
the entry of the findings and imposition of the remedial
sanctions set forth below.

                               III.

     On the basis of this Order and Merrifield's Offer, the
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Commission finds-[1]- that:


     A.   From at least 1981 through 1996, Merrifield has been
employed as a registered representative associated with the
following broker-dealers registered with the Commission: 
Blinder, Robinson & Co., Inc., Power Securities Corporation,
Monmouth Investments, Inc., MLB Investments, Ltd., I.A.
Rabinowitz & Co., Palm Beach Financial, Inc., Network 1 Financial
Securities Inc., PFS Investments Inc., and Primerica Financial
Services.

     B.   From July 13, 1990 through February 10, 1995,
Merrifield was registered with the Commission as an investment
adviser.

     C.   Merrifield has been permanently enjoined by the United
States District Court for the Western District of New York in an
action captioned Securities and Exchange Commission v. Jamie
Charles Spangler and Robert Albert Merrifield, 95 Civ. 814-A
(W.D.N.Y.), from violating Section 17(a) of the Securities Act of
1933 ("Securities Act") and Section 10(b) of the Exchange Act and
Rule 10b-5 thereunder.

                                IV.

     Based upon the foregoing, IT IS ORDERED that administrative
proceedings be, and hereby are, instituted.

     Based on the foregoing, the Commission deems it appropriate
and in the public interest to impose the sanctions specified in
Merrifield's Offer, and accordingly,

     IT IS ORDERED that Merrifield 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]-     The  findings   herein   are  made   pursuant   to
               Respondent  Merrifield's  Offer of  Settlement and
               are not binding  on any other person  or entity in
               this or any other proceeding.