UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION SECURITIES EXCHANGE ACT OF 1934 Release No. 39715 / March 4, 1998 ADMINISTRATIVE PROCEEDING File No. 3-9553 : ORDER INSTITUTING PROCEEDINGS : PURSUANT TO SECTIONS 15(b) AND 19(h) : OF THE SECURITIES EXCHANGE ACT OF 1934, : MAKING FINDINGS AND IMPOSING In the Matter of : REMEDIAL SANCTIONS Roger D. Byrd, : Respondent 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 Roger D. Byrd ("Byrd"). In anticipation of the institution of these proceedings, Byrd 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, except for the permanent injunction described below and the jurisdiction of the Commission over him in this matter, which is admitted, Byrd 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. ======END OF PAGE 1====== 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 Byrd, the Commission finds that:<(1)> A. From July 1990 until June 1995, Byrd 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. B. On February 24, 1998, Byrd 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]. Byrd 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 Second Amended Complaint. C. The Commission's Second Amended Complaint in SEC v. Kinlaw Securities Corporation, et al. alleges that the defendants, including Byrd, 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 Second 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 Byrd in his Offer. Accordingly, IT IS ORDERED that, effective immediately, Roger D. Byrd be, and hereby is, barred from association with any broker, dealer, municipal securities dealer, investment company or investment adviser. By the Commission. Jonathan G. Katz Secretary <(1)>/ The findings herein are made pursuant to the Offer of Settlement submitted by Byrd and are not binding on any other person or entity named as a respondent in this or any other proceeding. ======END OF PAGE 2====== ======END OF PAGE 3====== ======END OF PAGE 3====== SERVICE LIST Rule 141 of the Commission's Rules of Practice (17 C.F.R.  201.141) provides that the Secretary of the Commission, or another duly authorized officer of the Commission, shall serve a copy of an order instituting proceedings on each person named in the Order as a party and further provides that the Secretary may direct an interested division to assist in making service. The attached Order Instituting Proceedings Pursuant to Sections 15(b) and 19(h) of the Securities Exchange Act of 1934, Making Findings and Imposing Remedial Sanctions has been sent to the following parties and other parties entitled to notice: 1717 Main St., Suite 4100 Honorable Brenda P. Murray Dallas, TX 75201 Chief Administrative Law Judge Attorney for Roger D. Byrd Securities and Exchange Commission 450 5th St., N.W., STOP: 11-6 Roger D. Byrd Washington, D.C. 20549 7218 Holyoke Drive Dallas, TX 75248 Harold F. Degenhardt District Administrator Securities and Exchange Commission 801 Cherry St., 19th Floor Fort Worth, TX 76102 Hugh M. Wright Assistant District Administrator Securities and Exchange Commission 801 Cherry St., 19th Floor Fort Worth, TX 76102 Jon Batterman Securities and Exchange Commission Division of Enforcement STOP: 8-9 450 Fifth Street, N.W. Washington, DC 20549 Joel Held, Esq. Arter & Hadden ======END OF PAGE 4====== ======END OF PAGE 4======