UNITED STATES OF AMERICA
                                      Before the
                          SECURITIES AND EXCHANGE COMMISSION


     SECURITIES EXCHANGE ACT OF 1934
     Release No. 39535 / January 9, 1998                  

     ADMINISTRATIVE PROCEEDING
     File No. 3-9527                 


                                   
                                   :
     In the Matter of              :    ORDER INSTITUTING PROCEEDINGS
                                   :    PURSUANT TO SECTIONS 15(b) AND
     James B. Boswell,             :    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 James B. Boswell
     ("Boswell").

          In anticipation of the institution of these proceedings, Boswell 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, Boswell 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 Boswell, the Commission finds that:<(1)>  

          A.   From September 1989 until in or about June 1995, Boswell 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 December 23, 1997, Boswell was permanently enjoined from viola-
     tions 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]. 
     Boswell 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
     Boswell, 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 Boswell in his
     Offer.







                              

          <(1)>     The findings herein are  made pursuant to the  Offer of
                    Settlement submitted by Boswell  and are not binding on
                    any other  person or  entity named as  a respondent  in
                    this or any other proceeding.

                              ======END OF PAGE 2======





          Accordingly, IT IS ORDERED that, effective immediately, James B.
     Boswell 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










































                              ======END OF PAGE 3======