THE UNITED STATES OF AMERICA
                                      Before the
                          SECURITIES AND EXCHANGE COMMISSION



          INVESTMENT ADVISERS ACT OF 1940
          Release No. 1745 / August 13, 1998

          ADMINISTRATIVE PROCEEDING
          File No. 3-9677

          ______________________________
                                        :
                                        :         ORDER INSTITUTING PUBLIC
          In the Matter of              :         ADMINISTRATIVE PROCEEDINGS
                                        :         PURSUANT TO SECTION 203(f) 
          DONNA L. SNYDER               :         OF THE INVESTMENT ADVISERS
                                        :         ACT OF 1940, MAKING FINDINGS,
                                        :         AND IMPOSING SANCTIONS
                                        :
          ______________________________:


                                          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 Section
          203(f) of the Investment Advisers Act of 1940 ("Advisers Act")
          against Respondent Donna L. Snyder ("Snyder").  Accordingly, IT
          IS HEREBY ORDERED that said proceeding be, and hereby is,
          instituted.

                                         II.

               In anticipation of the institution of the administrative
          proceeding, Snyder 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 Snyder admits the jurisdiction of
          the Commission over her and over the subject matter of this
          proceeding, and the entry of the final judgment of permanent
          injunction, Snyder consents to the entry of this Order
          Instituting Administrative Proceeding Pursuant to Section 203(f)
          of the Investment Advisers Act of 1940, Making Findings, and
          Imposing Sanctions ("Order").





                                         III.

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

                    A.   From April 1994 through August 1997, Respondent
          was Secretary/Treasurer, a director, and 90% shareholder of
          American Growth Capital Corp. ("American Growth"), which became a
          registered investment adviser in September 1996.

                    B.   On August 5, 1998, 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 Sections
          10(b) and 15(a) 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 Snyder 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 Snyder and another defendant 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 and
          A.G. Fund were managed by an undisclosed control person with a
          disciplinary history.  In addition, the Complaint alleges that
          Snyder and another defendant 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 Snyder with violating Sections 5(a), 5(c), and 17(a) of
          the Securities Act and Section 10(b) of the Exchange Act and Rule
          10b-5 thereunder, and with aiding and abetting violations of
          Section 15(a) of the Exchange Act 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 Snyder 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 her Offer.

               Accordingly, IT IS HEREBY ORDERED, effective immediately,
          that Snyder is barred from association with any broker, dealer,
          investment adviser, investment company, or municipal securities
          dealer, with a right to reapply for association after five years
          to the appropriate self-regulatory agency, or if there is none,
          to the Commission.

               By the Commission.


               Jonathan G. Katz
               Secretary