SECURITIES AND EXCHANGE COMMISSION

Securities Exchange Act of 1934
Release No.  41258 / April 6, 1999

Investment Advisers Act of 1940
Release No.   1795 / April 6, 1999

Administrative Proceeding
File No. 3-9865

               ADMINISTRATIVE PROCEEDINGS INSTITUTED AGAINST
         MARSHALL E. MELTON AND ASSET MANAGEMENT & RESEARCH, INC.

     The  Securities  and  Exchange  Commission ("Commission") announced it
issued an Order Instituting Public Administrative  Proceedings  Pursuant to
Sections  15(b)  and  19(h)  of  the  Securities  Exchange  Act of 1934 and
Sections 203(e) and 203(f) of the Investment Advisers Act of  1940  against
Marshall  E.  Melton  ("Melton")  of  Greensboro,  North  Carolina, and his
wholly-owned  registered  investment  advisory  firm,  Asset  Management  &
Research, Inc. ("AMR").

     The  Order alleges that the Commission filed a lawsuit against  Melton
and AMR in  federal district court in February 1997, alleging violations of
the federal securities laws, including the antifraud provisions.  The Order
also alleges  that  both  Melton and AMR consented to permanent injunctions
against  future  violations  of  the  antifraud  provisions,  and  that  an
injunctive order was issued in May 1998.

     A  hearing  will  be  held  before  an  administrative  law  judge  to
determined  whether the staff’s allegations  are  true,  and  if  so,  what
sanctions, if any, are appropriate in the public interest against them.