UNITED STATES OF AMERICA
                           Before the 
                SECURITIES AND EXCHANGE COMMISSION


Securities Exchange Act of 1934
Release No. 36800 / February 1, 1996

Administrative Proceeding
File No. 3-8812    

______________________________
                              :
In the Matter of:             :    ORDER OF THE COMMISSION MAKING
                              :    FINDINGS AND ORDER TO CEASE
KERKHOFF INDUSTRIES, INC.,    :    AND DESIST
JOHN RUSSELL WELLS, and       :
MARK J. WELLS                 :
______________________________:                              

                                I.

     On September 14, 1995, the Commission instituted adminis-
trative proceedings pursuant to Section 21C of the Securities
Exchange Act of 1934 ("Exchange Act") with respect to Kerkhoff
Industries, Inc. ("Kerkhoff"), John Russell Wells ("John Wells")
and Mark J. Wells ("Mark Wells"). -[1]-

     In response to the institution of these proceedings,
Kerkhoff, John Wells and Mark Wells (collectively "Respondents")
have submitted an Offer of Settlement ("Offer") which the
Commission has determined to accept.  Solely for the purpose 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 herein,
except to admit the jurisdiction of the Commission over them and
the subject matter herein, Respondents consent to the entry of
this Order of the Commission Making Findings and Order to Cease
and Desist ("Order").

                               II.

     On the basis of this Order and the Offer submitted by
Respondents, the Commission finds that:

     A.   From April 1992 through October 1993, John Wells was an
officer and director of Kerkhoff.  From April 1992 through the

                    
     -[1]-     See In  the Matter of  Kerkhoff Industries,  Inc.,
               John  Russell  Wells  and  Mark  J.  Wells,  Order
               Instituting   Public  Administrative   Proceedings
               pursuant  to  Section  21C  of the  Exchange  Act,
               Administrative   Proceedings   File  No.   3-8812,
               September 14, 1995.==========================================START OF PAGE 2======

present, John Wells has been a controlling shareholder of
Kerkhoff.


     B.   From April 1992 through the present, Mark Wells has
been an officer of Kerkhoff.

     C.   On or about March 18, 1993, Kerkhoff, John Wells and
Mark Wells issued a press release that stated that Kerkhoff had
acquired a "57% stake" in SkyPix Ventures.  This press release
was materially false because at no time did Kerkhoff ever obtain
any interest in SkyPix Ventures.
   
     D.   On or about April 7, 1993, Kerkhoff, John Wells and
Mark Wells issued a press release that stated that Kerkhoff had
received confirmation of the issuance of a $20 million "U.S.
surety bond" in connection with its acquisition of SkyPix
Ventures and SkyPix Corporation.  This press release was
materially false because at no time did Kerkhoff acquire any
bond, nor had it ever acquired any interest in SkyPix Ventures or
SkyPix Corporation.  

     E.   On or about April 8, 1993, Kerkhoff, John Wells and
Mark Wells issued a press release that, in announcing plans to
change Kerkhoff's name, again stated that the company had
acquired a "57% stake" in SkyPix Ventures.  This press release
was materially false because at no time did Kerkhoff acquire any
interest in SkyPix Ventures.  

     F.   On or about April 19, 1993 Kerkhoff, John Wells and
Mark Wells issued a press release that stated that Kerkhoff had
received a "capital bond" for $10 million.  This press release
was materially false because at no time did Kerkhoff acquire any
bond.

     G.   Kerkhoff, John Wells and Mark Wells ran an
advertisement in the April 26, 1993 edition of Barron's magazine
stating that Kerkhoff had acquired a $10 million "capital bond." 
This advertisement was materially false because at no time did
Kerkhoff acquire any bond.

     H.   Based on the foregoing conduct, Kerkhoff, John Wells
and Mark Wells violated Section 10(b) of the Exchange Act and
Rule 10b-5 thereunder.==========================================START OF PAGE 3======


                               III.

     Accordingly, IT IS HEREBY ORDERED, pursuant to Section 21C
of the Exchange Act, that Respondents Kerkhoff, John Wells and
Mark Wells cease and desist from committing or causing any
violations, and any future violations, of Section 10(b) of the
Exchange Act and Rule 10b-5 thereunder.

     For the Commission, by its Secretary, pursuant to delegated
authority




                                   Jonathan G. Katz
                                   Secretary