UNITED STATES OF AMERICA
                            Before the
                SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934
Release No. 37830 / October 17, 1996

Administrative Proceeding
File No. 3-9010

______________________________
                                   )
In the Matter of                   )
                                   )
A.R. BARON & CO. INC.,             )    ORDER DISMISSING
ANDREW E. BRESSMAN, and            )    A.R. BARON & CO., INC.
ROMAN OKIN,                        )    FROM PROCEEDINGS
                                   )
          Respondents.             )
______________________________     )


     The Securities and Exchange Commission ("Commission") finds
that:

     A.   These proceedings were instituted on May 23, 1996
          against A.R. Baron & Co., Inc. ("Baron"), and two
          individuals.

     B.   Respondent Baron submitted an Offer of Settlement
          ("Offer") wherein it consents to the entry of an Order
          Instituting Proceedings Pursuant to Sections 15(b)(4)
          and 19(h) of the Securities Exchange Act of 1934,
          Making Findings and Imposing Remedial Sanctions
          ("Order") in which the Commission:

          1.   Finds that Baron willfully violated Section 17(a)
               of the Securities Act ("Securities Act") and
               Sections 7(c), 9(a)(2), 9(a)(4), 10(b) and
               15(c)(1) of the Exchange Act and Rules 10b-5 and
               15c1-2 thereunder and Regulation T promulgated by
               the Federal Reserve Board; and

          2.   Orders that the registration of Baron pursuant to
               Section 15(b) of the Exchange Act be revoked. 

     The Commission has determined to accept Baron's
Offer.-[1]-

---------FOOTNOTES----------
     -[1]-     See  In  the Matter  of  A.R. Baron  &  Co., Inc.,
               Securities  Exchange  Act   Release  No.  37831  /
               October 17, 1996.       
==========================================START OF PAGE 2======

     Accordingly, IT IS HEREBY ORDERED that A.R. Baron & Co.,
Inc. is dismissed from these proceedings.

     By the Commission.

                                   _________________________
                                   Jonathan G. Katz
                                   Secretary