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         UNITED STATES SECURITIES AND EXCHANGE COMMISSION

LITIGATION RELEASE NO. 15064 / September 23, 1996

SECURITIES AND EXCHANGE COMMISSION v. OFFSHORE FINANCIAL
CORPORATION, et al.
3:96-CV-2655, USDC, ND/TX (Dallas Division)

     The Securities and Exchange Commission ("Commission")
announced the filing of a complaint on September 20, 1996, in
United States District Court, Dallas, Texas, against Offshore
Financial Corporation ("Offshore"), William R. Brosseau
("Brosseau"), Kenneth W. McKay ("McKay") and Charles E. Rose
("Rose"), and relief defendants North American Ventures, Inc.,
Ken McKay Investment Company, Inc., Prodigal International, Inc.,
and Tamara M. Wagner, (collectively "relief defendants"), seeking
emergency relief under the federal securities laws as well as
preliminary and permanent injunctions. The complaint charges
Offshore, Brosseau, Rose and McKay with violating Sections 5(a),
5(c) and 17(a) of the Securities Act of 1933, and Section 10(b)
of the Securities Exchange Act of 1934, and Rule 10b-5
thereunder, in the offer and sale of securities in the form of
interests in oil and gas drilling programs. The Honorable Joe
Fish, United States District Judge, granted the Commission's
request and entered a preliminary injunction against Offshore,
Brosseau, Rose and McKay, an asset freeze against all defendants,
and ordered Offshore, Brosseau, McKay and Rose to each prepare
and submit to the Court an interim accounting within fifteen
days.

     The Commission's complaint alleges that Offshore, Brosseau,
McKay and Rose fraudulently raised nearly $8 million from at
least 200 investors in 28 states by telling investors that
Offshore's oil and gas prospects presented minimal risks, that
the wells would produce investment returns of more than 40% per
annum for periods as long as 25 years, and that their entire
investment would be returned in less than two years. The
complaint further alleges that Brosseau and McKay each took in
excess of $1.1 million of investors' funds for their own uses: to
pay for automobiles, a vacation condominium in Mexico, and
personal living expenses. Also, according to the complaint,
Brosseau and McKay diverted significant amounts of these funds to
family trusts, investment companies and a putative charitable
organization.

     The complaint also seeks orders requiring disgorgement of
all wrongfully obtained profits, and assessing civil penalties.

     The Commission acknowledges the assistance of the Texas
State Securities Board in this matter.