United States Court of Appeals,

                          Eleventh Circuit.

                            No. 93-8725.

David SALTZBERG, et al., Plaintiffs-Appellants, Cross-Appellees,

                                 v.

    TM STERLING/AUSTIN ASSOCIATES, LTD., et al., Defendants-
Appellees, Cross-Appellants.

                           Feb. 16, 1995.

Appeals from the United States District Court for the Northern
District of Georgia.   (No. 1:90-cv-2363-MHS), Marvin H. Shoob,
District Judge.

Before EDMONDSON and CARNES, Circuit Judges, and HENDERSON, Senior
Circuit Judge.

     PER CURIAM:

     We affirm the grant of summary judgment to defendants in this

action under section 10(b) of the Securities and Exchange Act of

1934 and Rule 10b-5 promulgated thereunder. In doing so, we accept

and apply the "bespeaks caution" doctrine as explained in In re

Donald J. Trump Casino Sec. Litig, 

(3rd Cir.1993).

      The context in which a statement is made is important.   When

an offering document's projections are accompanied by meaningful

cautionary statements and specific warnings of the risks involved,

that language may be sufficient to render the alleged omissions or

misrepresentations immaterial as a matter of law.    The cautionary

language used in the private placement memorandum in this case was

no boilerplate and was not buried among too many other things, but

was explicit, repetitive and linked to the projections about which

plaintiffs complain.    In the light of the cautionary language in

this case, plaintiffs cannot show the necessary misstatement or
omission of a material fact.

     AFFIRMED.