UNITED STATES SECURITIES AND EXCHANGE COMMISSION

     LITIGATION RELEASE NO. 15538 / October 21, 1997

     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 that
     on October 20, 1997, in United States District Court, Dallas, Texas, Final
     Judgments of Permanent Injunction and Other Equitable Relief were entered
     against William R. Brosseau, Charles E. Rose, and Kenneth W. McKay,
     individually and as the representative for relief defendants Ken McKay
     Investment Company, Inc., and Prodigal International, Inc.  Brosseau, Rose
     and McKay, without admitting or denying the allegations in the Commission's
     complaint, consented to be permanently enjoined from future violations of
     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.
     The Commission's complaint alleged that Brosseau, Rose and McKay
     fraudulently raised nearly $8 million through the sale of interests in oil
     and gas programs sponsored by Offshore Financial Corp. According to the
     complaint, the defendants told investors that the 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. Brosseau and
     McKay were also alleged to have taken in excess of $1.1 million each of
     investors' funds for their own use.

          The Final Judgments also provide for the disgorgement of gains
     received by the defendants as a result of their conduct alleged in the
     complaint. Brosseau was ordered to pay $1,388,659.76, plus prejudgment
     interest, and McKay was ordered to pay $1,180,663.74, plus prejudgment
     interest, with the provision that each shall have credit for any sums paid
     by them to the United States Trustee in the pending bankruptcy of Offshore
     Financial Corp. The balance of Brosseau's and McKay's disgorgement amounts
     is waived based on their demonstrated financial inability to pay. Rose was
     ordered to pay $315,000, plus prejudgment interest; however, the full
     amount was waived based on his demonstrated financial inability to pay. No
     civil penalties were ordered by the court based on the poor financial
     condition of each defendant.    













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