THE UNITED STATES OF AMERICA
                                      Before the
                          SECURITIES AND EXCHANGE COMMISSION



          INVESTMENT ADVISERS ACT OF 1940
          Release No.  1743 / August 13, 1998

          ADMINISTRATIVE PROCEEDING
          File No.  3-9675

          ______________________________
                                        :         ORDER INSTITUTING PUBLIC
          In the Matter of              :         ADMINISTRATIVE PROCEEDINGS
                                        :         PURSUANT TO SECTION 203(e) 
          AMERICAN GROWTH               :         ACT OF 1940, MAKING FINDINGS,
          OF THE INVESTMENT ADVISERS    :         AND IMPOSING SANCTIONS
          CAPITAL CORP.                 :         
                                        :
                                        :
                                        :
          ______________________________:




                                          I.

               The Securities and Exchange Commission (the "Commission")
          deems it appropriate and in the public interest that a public
          administrative proceeding be instituted pursuant to Sections
          203(e) of the Investment Advisers Act of 1940 ("Advisers Act")
          against Respondent American Growth Capital Corp. ("American
          Growth").  Accordingly, IT IS HEREBY ORDERED that said proceeding
          be, and hereby is, instituted.

                                         II.

               In anticipation of the institution of the administrative
          proceeding, American Growth has submitted an Offer of Settlement
          ("Offer") to the Commission, which the Commission has determined
          to accept.  Solely for the purpose of this proceeding and any
          other proceeding brought by or on behalf of the Commission, or in
          which the Commission is a party, and without admitting or denying
          the findings herein, except that American Growth admits the
          jurisdiction of the Commission over it and over the subject
          matter of this proceeding, and to the entry of the final judgment
          of permanent injunction, American Growth consents to the entry of
          this Order Instituting Administrative Proceeding Pursuant to
          Section 203(e) of the Investment Advisers Act of 1940, Making
          Findings, and Imposing Remedial Sanctions ("Order").

                                         III.

               On the basis of this Order and American Growth's Offer of
          Settlement, the Commission finds that:[1]/

                    A.   Respondent was incorporated in Nevada in April
          1994 and has been an investment adviser registered with the
          Commission since September 1996 with its principal offices in
          Fountain Valley, California (from April 1994 until May 1996) and
          Las Vegas, Nevada (from May 1996 until August 1997).

                    B.   On December 19, 1997, Respondent was permanently
          enjoined from future violations of Sections 5(a), 5(c), and 17(a)
          of the Securities Act of 1933 ("Securities Act") and Section
          10(b) of the Securities Exchange Act of 1934 ("Exchange Act") and
          Rule 10b-5 thereunder, and Sections 206(1) and 206(2) of the
          Advisers Act.  SEC v. American Growth Capital Corp., et al.,
          Civil Action No. 97-5993 RAP (JGx) (C.D. Cal.).

                    C.   The Commission's Complaint, filed on August 12,
          1997, in the above-referenced action, alleges, among other
          things, that American Growth fraudulently managed American Growth
          Fund I, LP ("A.G. Fund"), an investment company with almost $7.4
          million under management and over 300 investors nationwide.  The
          Complaint alleges that American Growth and its management misused
          and misappropriated at least $1.6 million of investor funds to
          pay for:  (1) $945,000 in sham investments in shell companies
          (companies with no assets and no business); (2) $185,600 in
          undisclosed commissions on sales of investments in A.G. Fund; and
          (3) $468,000 in undisclosed payments to American Growth and its
          management.  The Complaint also alleges that American Growth was
          being managed by an undisclosed control person with a
          disciplinary history.  In addition, the Complaint alleges that
          American Growth and its management raised over $800,000 for a
          company in which A.G. Fund had invested and then misappropriated
          this money for their own personal and business uses.  The
          Complaint charges American Growth with violating Sections 5(a),
          5(c), and 17(a) of the Securities Act, Section 10(b) of the
          Exchange Act and Rule 10b-5 thereunder, and Sections 206(1) and
          206(2) of the Advisers Act.

          **FOOTNOTES**

            [1]://  The  findings  herein  are made pursuant to the Offer of Settlement of
            American Growth and are not binding  on  any other person or entity named as a
            respondent in this or any other proceeding.




                                         IV.

               Based upon the foregoing, the Commission deems it
          appropriate and in the public interest to impose the sanctions
          specified by Respondent in its Offer.

               Accordingly, IT IS HEREBY ORDERED, effective immediately,
          that American Growth's registration as an investment adviser is
          revoked.

               By the Commission.



               Jonathan G. Katz
               Secretary