UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION


          Litigation Release No. 15975 / November 12, 1998


           SECURITIES AND EXCHANGE COMMISSION v. BENEFUND, INC., and VERNON
          R. TWYMAN, JR. , Civil Action No. 97-CV-366-E(J), USDC, ND/OK

               Vernon R. Twyman, Jr., ("Twyman") the former chief executive
          officer of BeneFund, Inc., consented to entry of an order of
          permanent injunction and other equitable relief in federal
          district court, Tulsa, Oklahoma, on November 4, 1998.  The order,
          which permanently enjoins Twyman from future violations of the
          securities registration, antifraud, and reporting provisions of
          the federal securities laws, originates from charges made in a
          complaint filed by the Securities and Exchange Commission
          ("Commission") that Twyman and BeneFund engaged in a fraudulent
          scheme to promote and distribute the securities of BeneFund, a
          Section 12(g) reporting company whose common stock was quoted on
          the NASDAQ Bulletin Board Service and in the pink sheets.

               The Court's order also bars Twyman from serving as an
          officer or director of any company that has a class of securities
          registered pursuant to Section 12 of the Securities Exchange Act
          of 1934 ("Exchange Act"), or that is required to file reports
          pursuant to Section 15(d) of the Exchange Act,  Additionally, the
          order requires Twyman to disgorge $277,000, plus prejudgment
          interest, an amount reflecting the ill-gotten gains to Twyman
          from the unlawful activities alleged in the Commission's
          complaint.   Based on Twyman's demonstrated financial inability
          to pay, however, payment of the disgorgement amount was waived
          and the Court did not impose a civil penalty on Twyman.

               The Commission's complaint, filed on April 18, 1997, alleged
          that Twyman and others, in connection with sales of $2 million in
          BeneFund S-8 stock and a BeneFund private placement, and in press
          releases and Commission filings, made false and misleading
          statements concerning the use of investor funds, the value of
          BeneFund's assets and the future marketability of BeneFund stock.
          The complaint also alleged that Twyman orchestrated the public
          sale and distribution of S-8 stock in violation of the securities
          registration provisions.
          
               The Complaint charged Twyman with violations of Sections 5(a),
          5(c) and 17(a) of the Securities Act of 1933, and Sections 10(b),
          13(a) and 13(b) of the Exchange Act and Rules 10b-5, 12b-20, 13a-
          1, 13a-11 and 13a-13, thereunder.