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                     UNITED STATES OF AMERICA
                            Before the
             U.S. SECURITIES AND EXCHANGE COMMISSION


SECURITIES EXCHANGE ACT OF 1934
Release No. 38297 / February 18, 1997

ACCOUNTING AND AUDITING ENFORCEMENT
Release No.  884 / February 18, 1997

ADMINISTRATIVE PROCEEDING
File No. 3-9247

In the Matter of William D. Kyle

     The Securities and Exchange Commission has instituted cease-
and-desist proceedings pursuant to Section 21C of the Securities
Exchange Act of 1934 ("Exchange Act") against William D. Kyle,
former National Sales Manager of Midisoft Corporation
("Midisoft").

     The Commission's Order Instituting Cease-and-Desist
Proceedings ("Order") alleges that Kyle, along with other former
Midisoft officers and employees, engaged in two types of conduct
that largely caused Midisoft to overstate its revenues for the
fiscal year ended December 31, 1994, by $811,000, or 16.3%. 
First, Midisoft recognized revenues on goods that Midisoft did
not ship to its customers during the year.  These goods were,
instead, held at an off-site storage location.  Second, Midisoft
under-reported sales returns it received relating to product
shipped during fiscal 1994.  As a result of this conduct,
Midisoft also overstated its net income for fiscal 1994 by
$436,000, or 358.1%.

     In connection with the foregoing activity, the Order alleges
that Kyle either directly or indirectly caused the falsification
of Midisoft's books and records and circumvented its internal
accounting controls.  In addition, the Order alleges that Kyle
made materially false and misleading misrepresentations to
Midisoft's independent auditors in connection with Midisoft's
1994 audit.  Lastly, the Order alleges that Kyle caused Midisoft
to issue a 1994 Form 10-K that materially misstated its financial
results.

     Thus, the Order alleges, Kyle: (1) violated or caused the
violation of Section 13(b)(5) of the Exchange Act and Rules 13b2-
1 and 13b2-2 thereunder; and (2) caused the violation of Sections
10(b), 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act and
Rules 10b-5, 12b-20 and 13a-1 thereunder.