UNITED STATES OF AMERICA
                                      Before the
                          SECURITIES AND EXCHANGE COMMISSION

     ADMINISTRATIVE PROCEEDING
     File No. 3-9417  

     SECURITIES ACT OF 1933
     Release No.  7451 / September 18, 1997              

     SECURITIES EXCHANGE ACT OF 1934
     Release No. 39090 / September 18, 1997

     ______________________________
                                   :
                                   :
     In the Matter of              :    ORDER INSTITUTING PUBLIC
                                   :    CEASE-AND-DESIST PROCEEDINGS
     A. DAVID HENGSTLER            :    PURSUANT TO SECTION 8A OF
                                   :    THE SECURITIES ACT OF 1933
                                   :    AND SECTION 21C OF THE
                                   :    SECURITIES EXCHANGE ACT OF 1934, 
                                   :    MAKING FINDINGS AND IMPOSING 
                    Respondent     :    A CEASE-AND-DESIST ORDER
                                   :
     ______________________________:

                                          I.

          The Securities and Exchange Commission (the "Commission") deems it
     appropriate to institute cease-and-desist proceedings pursuant to Section
     8A of the Securities Act of 1993 ("Securities Act") and Section 21C of the
     Securities Exchange Act of 1934 ("Exchange Act") against A. David Hengstler
     ("Hengstler").

                                         II.

          In anticipation of the institution of this proceeding, Hengstler
     submitted an Offer of Settlement ("Offer") to the Commission, which the
     Commission has determined to accept.  

          Solely for the purpose of this proceeding and any other proceeding
     brought by or on behalf of the Commission, or in which the Commission is a
     party, without admitting or denying the findings, except the jurisdiction
     of the Commission over him and the matters set forth in this Order, which
     he admits, Hengstler consents to the institution of cease-and-desist
     proceedings, and to the entry of the findings set forth below.

          Accordingly, IT IS ORDERED that cease-and-desist proceedings pursuant
     to Section 8A of the Securities Act and Section 21C of the Exchange Act be,
     and hereby are, instituted.





                                         III.

          On the basis of this Order and the Offer submitted by Hengstler, the
     Commission finds that<(1)>:

          A.   Hengstler, age 56, and a resident of Dana Point, California, was
     not registered with the Commission, or any state, as a broker or dealer.

          B.   In early 1993, BeneFund, Inc. ("BeneFund") and its president,
     Vernon R. Twyman, Jr. ("Twyman"), established a relationship with Hengstler
     and his company, International Tycor, Inc. ("Tycor"), to make S-8 stock
     sales to the public.<(2)>  Hengstler was purportedly hired to provide
     investor relations services to BeneFund.  However, the primary service
     performed by Hengstler for BeneFund was the offer and sale of BeneFund S-8
     securities to the public, and the management of a group of salesmen, who
     also sold BeneFund securities.

          C.   Hengstler oversaw and assisted the sales activities of the
     salesmen by making sales presentations to prospective investors and
     providing the salesmen with information about BeneFund.

          D.   The BeneFund securities sold by Hengstler were registered
     pursuant to Form S-8 registration statements.  Hengstler caused public
     sales and distribution of the securities.

          E.   To assist Hengstler in making stock sales to the public, Twyman
     placed Hengstler's name and telephone number in BeneFund press releases,
     listing him as the investor relations contact.

          F.   During 1993, Hengstler sold or assisted in the sale of
     approximately 346,345 shares of unregistered BeneFund S-8 stock to the
     public, raising at least $239,125.  Of this amount, at least $188,737 was
     paid to BeneFund. 

          G.   As compensation for his activities, Hengstler split $28,500 in
     commissions with his business partner and the salesmen, and received
     options to purchase 88,739 shares of BeneFund S-8 stock. 

          H.    The relationship between BeneFund and Hengstler ended when
     Hengstler failed to pay funds received from stock sales to BeneFund in
     accordance with their agreement.

                              

          <(1)>     The findings  herein are  made pursuant  to Hengstler's
          Offer  and are not binding on any  other person or entity in this
          or any other proceeding.

          <(2)>     Tycor, which is now  a defunct entity, was incorporated
          in Nevada in 1993 and had  it principal place of business in Dana
          Point,  California, until  its corporate  charter was  revoked in
          1994.

                              ======END OF PAGE 2======





          I.   Based on the above conduct, Hengstler violated Sections 5(a) and
     5(c) of the Securities Act and Section 15(a) of the Exchange Act.

                                         IV.

          In view of the foregoing, the Commission deems it appropriate to
     impose the sanctions which are set forth in the Offer submitted by
     Hengstler. 

          Accordingly, IT IS HEREBY ORDERED pursuant to Section 8A of the
     Securities Act and Section 21C of the Exchange Act that A. David Hengstler
     cease and desist from committing or causing any violations, or any future
     violations, of Sections 5(a) and 5(c) of the Securities Act and Section
     15(a) of the Exchange Act.

          By the Commission.





                                        Jonathan G. Katz
                                        Secretary






























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                                     SERVICE LIST

          Rule 141 of the Commission's Rules of Practice provides that the
     Secretary, or another duly authorized officer of the Commission, shall
     serve a copy of the Order Instituting Proceedings Pursuant to Section 8A of
     the Securities Act of 1933 and Section 21C of the Securities Exchange Act
     of 1934, Making Findings and Imposing a Cease-and-Desist Order on each
     person named in the Order and their legal agent.

          The attached Order Instituting Public Proceedings Pursuant to Section
     8A of the Securities Act of 1933 and Section 21C of the Securities Exchange
     Act of 1934, Making Findings and Imposing a Cease-and-Desist Order has been
     sent to the following parties and other persons entitled to notice:
          
          Honorable Brenda P. Murray         Jon Batterman
          Chief Administrative Law Judge     Securities and Exchange
          Securities and Exchange              Commission
            Commission                       Division of Enforcement
          450 Fifth St., N.W.                450 Fifth Street, N.W.
          STOP: 11-6                         Stop: 4-8B
          Washington, D.C. 20549             Washington, DC  20549

          Harold F. Degenhardt               A. David Hengstler 
          District Administrator             Threshold Capital Corporation
          Securities and Exchange            15 Monarch Bay Plaza
            Commission                       Suite 387
          801 Cherry St. 19th Floor          Dana Point, CA 92629
          Fort Worth, TX  76102

          Hugh M. Wright
          Assistant District 
            Administrator [Enforcement]
          Securities and Exchange
            Commission
          801 Cherry Street, 19th Floor
          Fort Worth, TX  76102

          Karen E. Whitaker
          Enforcement Staff Attorney
          Securities and Exchange
            Commission
          801 Cherry Street, 19th Floor
          Fort Worth, TX  76102










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