UNITED STATES OF AMERICA
                            Before the
                SECURITIES AND EXCHANGE COMMISSION

Securities Exchange Act of 1934
Release No. 38726 / June 10, 1997 

Administrative Proceeding
File No. 3-9329

                          
                          :   ORDER INSTITUTING PUBLIC
In the Matter of          :   PROCEEDINGS, ACCEPTING OFFER 
                          :   OF SETTLEMENT, MAKING FINDINGS
Kyle Weston,              :   AND IMPOSING REMEDIAL SANCTIONS 
                          :   PURSUANT TO SECTION 15(b) OF THE
              Respondent  :   SECURITIES EXCHANGE ACT OF 1934
                          :

                                I.

     The Commission deems it appropriate and in the public
interest that proceedings pursuant to Section 15(b)(6) of the
Securities Exchange Act of 1934 ("Exchange Act") be, and they
hereby are, instituted against Kyle Weston ("Respondent") to
determine whether action is necessary in light of the permanent
injunction entered against Respondent by the United States
District Court for the District of Columbia on February 25, 1997,
permanently restraining and enjoining Respondent from future
violations of Section 17(a) of the Securities Act of 1933
("Securities Act") and Sections 10(b) and 15(a) of the Exchange
Act and Rule 10b-5 promulgated thereunder. 
 
     In anticipation of the institution of these proceedings,
Respondent has submitted an Offer of Settlement for the purpose
of disposing of the issues raised by these proceedings.  The
Commission has determined that it is appropriate and in the
public interest to accept Respondent's Offer of Settlement. 

     Solely for the purposes of this proceeding and any other
proceeding brought by or on behalf of the Commission or in which
the Commission is a party, prior to a hearing pursuant to the
Commission's Rules of Practice, 17 C.F.R.  201.1 et seq., and,
unless specifically admitted, without admitting or denying the
matters set forth in this Order Instituting Public Proceedings,
Accepting Offer Of Settlement, Making Findings And Imposing
Remedial Sanctions Pursuant To Section 15(b) Of The Securities
Exchange Act Of 1934 (the "Order"), except as set forth in
paragraph II.B. below, Respondent consents to the issuance of
this Order.
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                               II.

                     FINDINGS AND CONCLUSIONS

     The Commission finds -[1]- that:  

     A. From on or about March 1995 through March 1996,
Respondent was associated with Comprehensive Capital Corp., a
broker-dealer registered with the Commission, and from on or
about August 1994 through March 1995, Respondent was associated
with Barron Chase Securities, Inc., a broker-dealer registered
with the Commission, and from on or about March 1994 through
August 1994, Respondent was associated with Paragon Capital
Corp., a broker-dealer registered with the Commission; 

     B. A Final Judgment as to Kyle Weston was entered by
the United States District Court for the District of Columbia in
an action styled Securities and Exchange Commission v. Technology
International, Ltd., et. al.  1:96CV00025JR (D.D.C., Judgment
entered February 25, 1997), which permanently enjoins Respondent
from future violations of Section 17(a) of the Securities Act and
Sections 10(b) and 15(a) of the Exchange Act and Rule 10b-5
promulgated thereunder; 

     C. According to the Commission's complaint, from July 1992
through October 1993, Respondent, acting as an unregistered
broker-dealer, sold unregistered securities to investors, using
high-pressure, boiler-room tactics; and

     D. Respondent willfully violated Section 15(a) of the
Exchange Act by making use of the mails or other means and
instrumentalities of interstate commerce to effect transactions
in, or to induce or attempt to induce the purchase or sale of,
any securities, without registering with the Commission as a
broker or dealer. 

                               III.

                 RESPONDENT'S OFFER OF SETTLEMENT

     Respondent has submitted an Offer of Settlement in which he
consents to the Commission's issuance of this Order, as set forth
above, barring Respondent from association with any broker,
dealer, investment company, investment adviser, or municipal
securities dealer.




---------FOOTNOTES----------
     -[1]-     The  findings  herein are  not  binding on  anyone
               other than Respondent.
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                               IV.

                              ORDER

     Based on the foregoing, the Commission deems it appropriate
and in the public interest to accept the Offer of Settlement of
Kyle Weston.

     Accordingly, IT IS ORDERED that Respondent be, and he hereby
is, barred from association with any broker, dealer, investment
adviser, investment company or municipal securities dealer.

     By the Commission.



                                                                 
                                        Jonathan G. Katz
                                        Secretary
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