UNITED STATES OF AMERICA
                            before the
                SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934
Rel. No. 37514 / August 2, 1996

Admin. Proc. File No. 3-9010
___________________________________________
                                           :
             In the Matter of              :
                                           :                 
           A.R. BARON & CO. INC.           :  SUPPLEMENTAL
                                           :  ORDER
                   and                     :  
                                           :
             ANDREW E. BRESSMAN            :  
                 ROMAN OKIN                :
___________________________________________:

     This Commission, on May 29, 1996, issued a Temporary Cease

and Desist Order and Order for Related Relief ("the TCDO"),

pursuant to Section 21C(c) of the Securities Exchange Act of 1934

("Exchange Act") and Rule 500 et seq., of the Commission's Rules

of Practice, 17 C.F.R. 500 et seq. on application of the Division

of Enforcement ("Division").  In that application, the Division

alleged that Respondents A.R. Baron & Co., Inc. ("Baron"), Andrew

E. Bressman ("Bressman") and Roman Okin ("Okin") violated Section

17(a) of the Securities Act of 1933, 15 U.S.C.  77q(a), Section

10(b) of the Exchange Act, 15 U.S.C.  78j(b), and Rule 10b-5

thereunder, 17 C.F.R.  240.10b-5.  Solely for purposes of

resolving the Division's application for the TCDO, the

Respondents, without admitting or denying the allegations

contained in the application for the TCDO, or in the TCDO,

consented to entry of the TCDO.

     On July 1, 1996, the Division applied for a supplemental

order alleging, inter alia, that Respondents have violated and

continue to violate the TCDO.  On July 17, 1996, the Division

filed a second application requesting that we enter this




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Supplemental Order.  Solely for purposes of resolving the

Division's July 1, 1996 application for a supplemental order, the

Respondents, without admitting or denying the allegations

contained in that application or in this Supplemental Order,

consent to entry of this Supplemental Order.

     Now, upon consideration of the foregoing,

this Commission has determined that the alleged or threatened

violations of Section 17(a) of the Securities Act, Section 10(b)

of the Exchange Act, and Rule 10b-5 thereunder specified in the

Order Initiating Proceedings are likely to result in significant

dissipation or conversion of assets, significant harm to

investors, or substantial harm to the public interest prior to

the completion of proceedings on the permanent cease-and-desist

order.  Accordingly, this Commission deems it appropriate to

order, and

     IT HEREBY IS ORDERED that, while the TCDO remains in effect,

Respondents Baron, Bressman, and Okin, and each of them, cease

and desist from soliciting or effecting transactions for Baron or

any customer in any security, other than liquidating customer 

positions.

     IT HEREBY IS FURTHER ORDERED that, as supplemented herein,

the TCDO will remain in full force and effect.

     By the Commission.





                                        Jonathan G. Katz
                                           Secretary