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         UNITED STATES SECURITIES AND EXCHANGE COMMISSION


LITIGATION RELEASE NO. 15329 / April 15, 1997

UNITED STATES OF AMERICA v. WILLIAM DENNIS BROSSEAU, et al.
3:96CR-315-ALL, ND/TX (Dallas Division)
            
     The Securities and Exchange Commission and the United States
Attorney for the Northern District of Texas announced that guilty
pleas were entered in United States District Court, Dallas,
Texas, by William Dennis Brosseau on March 17, 1997, and on April
3, 1997, by Kenneth Wayne McKay. Brosseau and McKay each pleaded
guilty to securities fraud in connection with their operation of
Offshore Financial Corp. The indictments had charged Brosseau and
McKay with operating a telephone boilerroom, lying to investors
about revenue projections, and misusing investor money. The
securities fraud charges carry up to five-years' imprisonment.
Sentencing is set for August 18, 1997.

     The criminal charges are based on the same activities
alleged in a civil injunctive action brought by the Commission on
September 20, 1996. The Commission's complaint alleged that
Brosseau, McKay, and others, fraudulently raised nearly $8
million from at least 200 investors in 28 states for the purpose
of investing in oil and gas wells. The complaint further alleged 
that Brosseau and McKay each took in excess of $1.1 million of
investors' funds for their own uses.

     The Commission and the United States Attorney's Office
acknowledges the assistance of the Texas State Securities Board
in this matter.
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WILLIAM D. BROSSEAU AND KENNETH W. MCKAY PLEAD GUILTY TO
SECURITIES FRAUD.

     The Commission and the United States Attorney for the
     Northern District of Texas announced that guilty pleas were
     entered in United States District Court, Dallas, Texas, by
     William Dennis Brosseau on March 17, and on April 3 by
     Kenneth Wayne McKay. Brosseau and McKay each pleaded guilty
     to securities fraud in connection with their operation of
     Offshore Financial Corp. The indictments had charged
     Brosseau and McKay with operating a telephone boilerroom,
     lying to investors about revenue projections, and misusing
     investor money. The securities fraud charges carry up to
     five-years' imprisonment. Sentencing is set for August 18,
     1997.

     The criminal charges are based on the same activities
     alleged in a civil injunctive action brought by the
     Commission on September 20, 1996. The Commission's complaint
     alleged that Brosseau, McKay, and others, fraudulently
     raised nearly $8 million from at least 200 investors in 28
     states for the purpose of investing in oil and gas wells.
     The complaint further alleged  that Brosseau and McKay each
     took in excess of $1.1 million of investors' funds for their
     own uses. [USA v. William D. Brosseau, et al., 3:96-CR-315-
     ALL, USDC, ND/TX] (LR-      )


PHILLIP W. OFFILL, JR.
Trial Counsel
Fort Worth District Office
817/978-6450