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         UNITED STATES SECURITIES AND EXCHANGE COMMISSION

LITIGATION RELEASE NO. 15364 / May 13, 1997

SECURITIES AND EXCHANGE COMMISSION v. BENEFUND, INC AND VERNON R.
TWYMAN Civil Action No. 97CV366-E, USDC, ND/OK.  

     The Securities and Exchange Commission announced that on
April 18, 1997, it filed a Complaint in the United States
District Court for the Northern District of Oklahoma against
BeneFund, Inc. ("BeneFund") and Vernon R. Twyman, Jr. ("Twyman").

The Complaint alleges that each of the defendants violated the
registration (Sections 5(a) and 5(c) of the Securities Act of
1933 ("Securities Act")), anti-fraud (Section 17(a) of the
Securities Act, and Section 10(b) of the Securities Exchange Act
of 1934 ("Exchange Act") and Rule 10b-5 thereunder) and reporting
(Sections 13(a) and 13(b) of the Exchange Act and Rules 12b-20,
13a-1, 13a-11 and 13a-13) provisions of the federal securities
laws.  

     The Commission alleges that from at least September 1992
until July 1994, the defendants engaged in a fraudulent scheme to
promote and distribute the securities of BeneFund.  During this
period, BeneFund and Twyman improperly used Form S-8
registrations to make public distributions of BeneFund stock and
raised at least $634,337 from investors.  In addition, from
October 1993 to May 1994, BeneFund and Twyman raised at least
$1.3 million from more than 50 investors in 12 states through the
sale of unregistered securities.  The Complaint alleges that in
connection with the offer and sale of these BeneFund securities,
Benefund and Twyman publicly disseminated false and misleading
information, including information in press releases and
documents filed with the Commission.  The Commission alleges that
the defendants misrepresented, among other things, that BeneFund
stock would be listed on the NASDAQ stock exchange within 60 to
90 days, that investment funds would be used for a marketing
campaign expect to boost BeneFund's annual revenue to nearly $50
million, and that BeneFund had received a cash down payment of
$500,000 from a real estate transaction.  In addition to
injunctive relief, the Complaint seeks an accounting, civil money
penalties and disgorgement from each defendant.