UNITED STATES OF AMERICA PRIVATE  
	Before the 
	SECURITIES AND EXCHANGE COMMISSION



Securities Exchange Act of 1934
Release No. 39592 / January 28, 1998

Administrative Proceeding
File No. 3-9464

______________________________ 
						:	                             
In the Matter of			:	                              
						:	ORDER MAKING FINDINGS AND  
PAUL FRANCIS MABRY			:	IMPOSING REMEDIAL SANCTIONS
						:
______________________________:


	I.

	The Securities and Exchange Commission (the “Commission”) 
instituted these administrative proceedings pursuant to Sections 
15(b)(6) and 19(h) of the Securities Exchange Act of 1934 (the 
"Exchange Act") on September 30, 1997, as to Paul Francis Mabry 
("Mabry").  

	II.

	Mabry has submitted an Offer of Settlement (the "Offer") 
which the Commission has determined to accept.  Solely for the 
purposes of these proceedings and any other proceedings brought 
by or on behalf of the Commission or in which the Commission is a 
party, and without admitting or denying the findings contained in 
this Order, except as to jurisdiction which he admits, Mabry 
consents to the entry of this Order by the Commission.  

	III.

	On the basis of this Order and Mabry's Offer, the Commission 
makes the following findings: 

	A.	During the relevant period, Mabry was a registered 
representative associated with Mathews, Holmquist & Associates, 
Inc. (“Mathews, Holmquist”), a broker-dealer registered with the 
Commission.  Mabry worked from a Mathews, Holmquist branch office 
in Chicago, Illinois.    

	B.	During the period from August 1, 1992, through December 
31, 1992, Mabry participated in a scheme whereby he sold 45,000 
shares of the common stock of Teletek, Inc.  to his unsuspecting 
customers in return for undisclosed compensation from affiliates 
of Teletek.  He also encouraged other Mathews, Holmquist 
registered representatives to receive undisclosed payments in 
return for sales to their customers of Teletek stock.  Mabry 
received approximately $11,000 in undisclosed compensation for 
purchases of Teletek stock by his customers and the customers of 
other brokers.  

	C.	Sections 17(a) of the Securities Act of 1933 (the 
"Securities Act") and 10(b) of the Exchange Act and Rule 10b-5 
thereunder prohibit, in the offer or in connection with the 
purchase or sale of securities, by the use of any means or 
instruments of transportation or communication in interstate 
commerce or by the use of the mails, directly or indirectly, 
employing any device, scheme or artifice to defraud; obtaining 
money or property by means of or making any untrue statement of a 
material fact or omitting to state a material fact necessary in 
order to make the statements made, in the light of the 
circumstances under which they were made, not misleading; or 
engaging in any act, transaction, practice or course of business 
which operates or would operate as a fraud or deceit.  By 
engaging in the conduct specified in Paragraph III.B. above, 
Mabry willfully violated Sections 17(a) of the Securities Act and 
10(b) of the Exchange Act and Rule 10b-5 thereunder.  

	D.	Mabry has submitted a sworn financial statement and 
other evidence and has asserted his financial inability to pay 
disgorgement, prejudgment interest and a civil penalty.  The 
Commission has reviewed the financial information and other 
evidence provided by Mabry and has determined that he does not 
have the financial ability to pay disgorgement, prejudgment 
interest and a civil penalty. 


	IV.

	In view of the foregoing, the Commission has determined that 
it is in the public interest to accept Mabry's Offer and to 
impose the sanctions specified therein.

	Accordingly, IT IS ORDERED that:

	A.	Mabry be, and he hereby is, barred from association 
with any broker, dealer, municipal securities dealer, investment 
adviser or investment company and from participating in any 
offering of penny stock.

	B.	Mabry shall pay disgorgement of $11,000 plus 
prejudgment interest thereon, but that payment thereof be waived 
based upon Mabry's demonstrated financial inability to pay.  

	C.	The Division of Enforcement may, at any time following 
the entry of this Order, petition the Commission to:  (1) reopen 
this matter to consider whether Mabry provided accurate and 
complete financial information at the time such representations 
were made; (2) determine the amount of the disgorgement, 
prejudgment interest and civil penalty to be imposed; and (3) 
seek any additional remedies that the Commission would be 
authorized to impose in this proceeding if Mabry's Offer had not 
been accepted.  No other issues shall be considered in connection 
with this petition other than whether the financial information 
provided by Mabry was fraudulent, misleading, inaccurate or 
incomplete in any material respect, the amount of disgorgement, 
prejudgment interest and civil penalty to be imposed and whether 
any additional remedies should be imposed.  Mabry may not, by way 
of defense to any such petition, contest the findings in this 
Order or the Commission's authority to impose any additional 
remedies that were available in the original proceeding.   

	By the Commission.



							___________________________
							Jonathan G. Katz
							Secretary
 	The findings herein are made pursuant to Mabry's Offer and 
are not binding on any other person or entity in any proceeding.
  
  	Teletek, Inc., with offices in Las Vegas, Nevada, markets 
international calling services and offers a prepaid calling card. 
During the relevant period, the common stock of Teletek was a 
penny stock for purposes of Section 15(b)6) of the Exchange Act. 
See 17 C.F.R. § 240.3a51-1(f).