It started out as a joke.

Or so Roswell resident Carol Healey thought when she spotted a charming hand-carved, six-horse carousel during a weekend antiquing excursion.

She remembers winking mischievously at husband Michael before saying, "One day after we've finished paying everything off, this is what you can buy for me."

He raised his eyebrows, chuckled, and promptly forgot the conversation.

A few months later the couple was discussing the visions of designs for Michael's new pediatric office. "We wanted something unique," Carol says. "Our first thought was a garden where parents could rest during their child's appointment or wander when they arrived early."

Then they remembered the carousel.

Dismissing the six-horse rendition as too expensive, the couple set off on their own research-go-round.

Michael remembers, "Bob Brown of the Red Baron's Antiques had heard about a circus owner in Smyrna who was eager to sell an old carousel." They knew the carousel dated to the early thirties and the C.W. Parker Amusement Company.

During the Depression, Parker's company, which specialized in the design of wooden horses, created a limited number of pot metal aluminum carousels. "Pot metal aluminum means they threw whatever metals they could find into a pot," Carol notes. "Ours is one of only 13 ever made."

While it was in a sad state, with most of the horses' tails and legs bro- ken, the poles rusted, and floorboards rotting, the couple set to work making plans for its restoration.

All the pretty ponies, their legs and tails now welded together, and brightly painted in a rainbow assortment of reds, blues, greens, yellows, and grays, rest happily in the contemporary brick and glass enclosure at Michael's office in Dunwoody,

"Just looking at it puts me in a good mood," Michael says of the grinning, white- toothed equines that greet him every morning. "It really fits the friendly, casual demeanor of our office. Not to mention the fact that it helps create a level of trust and friendship with our patients."

On a normal day, young patients can look and touch, though they don't ride the colorful steeds.

Carol, who handles much of the office's behind-the- scenes management, organizes several carousel parties each year for patients, staff, and their families.

"It's such a great feeling to go up and down and round and round;' she smiles.

"You can just see the kids' faces light up and their imaginations start to whirl.