In 1951 and 1952, Owen Williams, owner of California-Atlantic Airways, was searching diligently for B-17s that might be available from schools and cities, B-17s that had outlived their usefulness and training aids or war memorials. In those years, he was able to locate and purchase a number of B-17s from around the country. One of those he found parked on a corner of the Will Rogers Airport at Claremore, Oklahoma, a small town located northeast of Tulsa. It had been parked at the airport since 1946, having been transferred by the U.S. government to the Oklahoma Military Academy for use as an educational aid. By 1951, when Williams came looking, it was in poor shape, but this is the story of that airplane, B-17G 43-38322.

AAF Service of B-17G 43-38322

B-17G 43-38322 came off the Boeing production line at Boeing Field in Seattle on July 20, 1944. It was officially a B-17G-85-BO and 551 B-17s from the end of Boeing’s production of the type. It was delivered in the natural metal finish with standard AAF markings, and was flown directly to Wright Field at Dayton, Ohio. It was assigned to accelerated service tests either at Wright Field or nearby Dayton Field for the balance of its AAF service. At Dayton, it was assigned to the 4142nd AAF Base Unit for the tests.

B-17G Transferred to Oklahoma Military Academy

In mid-September 1945, the Oklahoma Military Academy at Claremore was advised that they were to be “given” a P-51 and a B-17 for educational purposes for the aviation students. The Oklahoma Military Academy, established in 1919, enjoyed a long history of training future military officers starting in high school and moving through the first two years of college.

The P-51 came first, arriving at the small Will Rogers Airport located east of Claremore in late 1945 or within the first weeks of January 1946.

43-38322 still soldiered on in Ohio through the balance of 1945, but in mid-January 1946, it was transferred by the AAF to the Oklahoma Military Academy at Claremore. (However, the aircraft paperwork did not catch up with the reality until November 8, 1946, when the aircraft was officially shown as transferred from the RFC to the Oklahoma Military Academy, thus coming under the jurisdiction of the RFC educational transfer program.)

The B-17 arrived at Claremore’s Will Rogers Field with its 2,700-foot unpaved runway on Friday, January 18, in an unpleasant way. According to a media report, the airplane was flown in by Lt. J.M. Lavender from Wright Field. Upon a reportedly safe but no-doubt dramatic landing, the B-17 ended up sliding off an unpaved taxiway into an adjacent muddy field where it got stuck deep in the mud. Nearly a week later, school officials and the lieutenant were still scratching their heads trying to figure out how to get the B-17 unstuck.

It must have all worked out okay, though, as the B-17 ended up being parked next to the P-51 at a corner of the field, where it remained parked for the next five years.

To what extent it was used for educational purposes is unknown, but photos showing its condition going downhill through the years. One photos supposedly taken in September 1947 shows it remained in fairly good shape.

A later photo, though, shows the airplane in much worse condition.

Sale By Academy to Frank J. Abel in January 1949

The bloom went off the rose for the B-17 and the Oklahoma Air Academy by early 1949. On January 5, 1949, the academy “sold” the B-17 to Frank J. Abel of Dallas, Texas. Abel was a dealer in surplus military aircraft based earlier at Wichita Falls, Texas, but had evidently moved on to Dallas by early 1949.

Sale by Frank J. Abel to Alvin V. Graff in May 1949

Unfortunately for the subsequent history of the B-17, the academy did not actually hold title to 43-38322 and could not legally sell it. The RFC restriction had a scrap provision in the original transfer agreement. When the academy was done with the airplane, it could be scrapped or returned to the government. Nonetheless, that bit of information escaped the administrators and buyer.

Abel, in turn, sold the airplane to Alvin V. Graff, also of Dallas, Texas, on May 11, 1949. As of that date, the airplane remained parked at Will Rogers Field. The state of the airplane itself is questionable; the bill of sale indicated that the sale consisted of “all the dismantled parts and components of one B-17G airplane” and also specified that is was “non-flyable” and “not for flight purposes.”

Sale to California Atlantic in January 1951

Nonetheless, Graff sold the B-17 to California Atlantic Airways for $9,000 (that’s $110,700 in 2025 dollars) on January 18, 1951. It still remained at Will Rogers Field at that date, not having substantially moved in the prior five years. Shortly afterwards, Gene Callentine of the Springfield Aero Repair Corp. at Springfield, Missouri, arrived on scene to get the airplane into a ferriable condition. Callentine indicated much mechanical work was required and it was doubtful the engines were going to be operable. It was hoped the engines might run long enough to at least get the airplane off the ground and as far as Springfield where they could be more easily replaced. In the subsequent weeks, it was determined that the engines were good enough but the propellers were removed and sent off to nearby Tulsa for repairs, and the control surface fabric was being replaced locally.

On Sunday, February 11, 1951, the plane was flown from the short runway at Will Rogers by L.F. Hawkins and delivered successfully to St. Petersburg two days later.

It spent the next two months undergoing maintenance and modifications at California Atlantic’s base at St. Petersburg. Owen Williams flew the airplane, now carrying the U.S. civil registration of N66568, on a two hour local test flight on April 8, 1951, with another one hour test flight flown the following day.

43-38322 added to Lloyd Aereo Boliviano fleet in Bolivia

Wasting no time, the airplane was put directly in to cargo service, departing St. Petersburg on April 13 with Williams at the controls, heading south. It was delivered to Cochabamba, Bolivia, the main base at the time of Lloyd Aereo Boliviano (LAB), a major Bolivian cargo carrier. California Atlantic and Owen Williams were intimately involved in LAB operations in 1950 and 1951, supplying a number of B-17s, a B-24J (N66569), and other aircraft to LAB. Williams also flew as a pilot for LAB and did crew training while in Bolivia.

His last flight in N66568 was recorded on July 10, 1951. Curiously, two days later he notes on an entry for a flight in C-46A CB-50 that “N66568-Herrera Accident RIB,” RIB being the Riberalta Airport in Peru. So, perhaps N66568 suffered an accident or incident there at that time. Not surprisingly, there is no record of such a thing, and the airplane continued in Bolivian service.

Shortly before departing Florida in April, Williams submitted an application for aircraft registration to the CAA, dated April 5, 1951, with the reserved registration of N66568, as had already been painted on the airplane. Three weeks later, the CAA came back and advised that the airplane could not be registered because there was no chain of title from the War Assets Administration (successor to the RFC) and Alvin V. Graff. Included in the same correspondence was that another of Williams’ B-17, N66570 (43-37650) could also not be registered for the same reason…no chain of title from WAA to Graff. (In the same correspondence, Williams was advised that the registration for B-24J N66569 was being held up because the application had not been signed in ink…oops.) (Note for the record: the FAA records the B-24J serial number for N66569 as 38777, thus possibly PB4Y-1 BuNo 38777, making it B-24J 44-40389.)

Six months later, Owen Williams made one valiant attempt to resolve the issue by sending a certification outlining the chain of custody from the Oklahoma Military Academy through Abel to Graff. Nice as this was, it did not address that there remained no chain of custody from the WAA to the academy, so it was all for naught. The last note in the FAA (CAA) file on the aircraft was dated January 7, 1953, and stated that N66568 was “…involved in litigation and there is no prospect at this time of the FSA accepting settlement…” The FSA reference is probably a typo of GSA–General Services Administration that took over for the WAA)

By this time, however, N66568 was plying away in the skies of Bolivia under the Bolivian registration of CB-80, so it really didn’t matter much.

Later Legal Troubles for Owen Williams

As a bit of an aside, Owen Williams did end up having some later legal troubles over exporting N66568 to Bolivia. Nearly three years later, in April 1954, Williams was indicted by a federal grand jury of ‘illegally exporting a converted B-17 bomber to Bolivia.’ He was accused of securing a permit to fly the B-17 to Bolivia for six months for contract hauling, but subsequently selling it and thereby evading the State Department’s licensing system of the export sale of aircraft. In early July 1954, a federal judge found him innocent of the charge.

In a strange addendum to that aside, accounts of the judicial proceedings also told that the airport manager for the Pinnellas airport in Florida, a gentleman named John Pytlik, was invited by Williams to join him in N66568 on his flight to Bolivia in April 1951. Pytlik was expecting a six-day trip that turned into 32-day trip with mechanical and permitting problems endured by Williams in Bolivia. Pytlik was unexpectedly absent from his airport manager job for 22-days as a result of his trip to Bolivia, which apparently caused him problems at home.

LAB Purchased N66568

Bolivian records provided by aviation historian John Davis indicate that LAB did purchase 43-38322 on July 5, 1951, and that Bolivian registration of CB-80 was assigned on August 18, 1951. It continued to operated with LAB in Bolivia for the next 14 years. It was re-registered as CP-580 in January 1954, as all the Bolivian civil fleet was issued new registrations at that time.

Demise of CP-580 in February 1965

Details of LAB operations in Bolivia are a bit sketchy, but given the harsh operating conditions of the high elevation airports and rudimentary infrastructure, it was not an ideal environment for any aviating. Not surprisingly, CP-580 suffered an accident at the El Alto airport at La Paz on February 7, 1965. It was subsequently cannibalized to keep other Bolivian B-17s operable. Some reports are that a good part of 43-38322 went into the reconstruction of B-17G 44-6393 that was flying at the time as CP-627. That B-17 survives and is on display at the March Field Museum at Riverside, California. So, perhaps a good chunk of this Oklahoma Military Academy B-17 remains after all.