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                     UNITED STATES OF AMERICA
                            Before the
                SECURITIES AND EXCHANGE COMMISSION


SECURITIES EXCHANGE ACT OF 1934
Release No. 37664 / September 10, 1996           

ADMINISTRATIVE PROCEEDING
File No. 3-9074                


                              
                              :
In the Matter of              :    ORDER INSTITUTING PROCEEDINGS
                              :    PURSUANT TO SECTIONS 15(b) AND
Stephen R. Parker,            :    19(h) OF THE SECURITIES
                              :    EXCHANGE ACT OF 1934, MAKING
                Respondent.   :    FINDINGS AND IMPOSING REMEDIAL
                              :    SANCTIONS
                              :


                                I.

     The Securities and Exchange Commission ("Commission") deems
it appropriate and in the public interest to institute public
administrative proceedings pursuant to Sections 15(b)(6) and
19(h)(3) of the Securities Exchange Act of 1934 ("Exchange Act"),
against Stephen R. Parker ("Parker").

     In anticipation of the institution of these proceedings,
Parker has submitted an Offer of Settlement ("Offer") to the
Commission which the Commission has determined to accept.  Solely
for the purposes of this proceeding and any other proceeding
brought by or on behalf of the Commission or in which the
Commission is a party, prior to a hearing pursuant to the
Commission's Rules of Practice, 17 C.F.R.  201.100 et seq., and,
without admitting or denying the findings contained herein, with
the exception of the entry of permanent injunction against him
referred to in paragraph II.B. below and the jurisdiction of the
Commission over him and the matters set forth in this Order,
which are admitted, Parker consents to the institution of public
administrative proceedings, and the findings and remedial
sanctions set forth below. 

     Accordingly, IT IS ORDERED that proceedings pursuant to
Sections 15(b) and 19(h) of the Exchange Act be, and hereby are,
instituted.





                               II.

     On the basis of this Order Instituting Proceedings Pursuant
to Sections 15(b) and 19(h) of the Securities Exchange Act of
1934, Making Findings and Imposing Remedial Sanctions ("Order")
and the Offer submitted by Parker, the Commission finds
that:-[1]-  

     A.   From November 1987 until in or about February 1994,
Parker was associated as a registered representative with Kinlaw
Securities Corporation, formerly a broker-dealer registered with
the Commission and formerly a member of the National Association
of Securities Dealers, Inc., at all times relevant herein.

     B.  On August 28, 1996, Parker was permanently enjoined from
violations of Sections 5(a), 5(c) and 17(a) of the Securities Act
of 1933 and Section 10(b) of the Exchange Act and Rule 10b-5
promulgated thereunder, by the United States District Court for
the Northern District of Texas (Dallas Division) [SEC v. Kinlaw
Securities Corporation, et al., 3:93-CV-2010-T].  Parker
consented to the entry of the permanent injunction without
admitting or denying any violation of the federal securities
laws, as alleged in the Commission's First Amended Complaint.

     C.   The Commission's First Amended Complaint in SEC v.
Kinlaw Securities Corporation, et al. alleges that the
defendants, including Parker, engaged in the offer, purchase and
sale of securities in the form of investment contracts involving
interests in oil and gas drilling ventures in violation of the
registration and antifraud provisions of the federal securities
laws.  The First Amended Complaint also alleges that in
connection with the offer, purchase and sale of these securities,
the defendants made material misrepresentations and omissions of
material fact concerning, among other things, the risks and
expected returns associated with the oil and gas investments, the
costs to drill and complete oil and gas wells, and the success of
prior oil and gas wells.

                               III.

     In view of the foregoing, the Commission deems it
appropriate and in the public interest to impose the sanctions
specified by Parker in his offer.  In determining to accept this
offer, the Commission considered Parker's cooperation afforded
the Commission staff.




---------FOOTNOTES----------
     -[1]-     The findings herein are made pursuant to  Parker's
               Offer  of Settlement  and are  not binding  on any
               other person  or entity  named as a  respondent in
               this or any other proceeding.





     Accordingly, IT IS ORDERED that, effective immediately,
Parker be, and hereby is, barred from association with any
broker, dealer, municipal securities dealer, investment company
or investment adviser; provided, however, that he may reapply to
become so associated after one year from the date of this Order. 
Such application shall be made to the appropriate self-regulatory
organization, or where there is none, to the Commission.

     By the Commission.



                                                                 
                                        Jonathan G. Katz
                                        Secretary