UNITED STATES SECURITIES AND EXCHANGE COMMISSION

LITIGATION RELEASE NO. 14806 / January 31, 1996

SECURITIES AND EXCHANGE COMMISSION V. GEOFFREY PAUL ADAMS, ET
AL., Civil Action No. 3:96-CV-300-H USDC/ND Texas [Dallas]

     The Securities and Exchange Commission ("Commission")
announced today that on January 30, 1996, it filed a Complaint in
the United States District Court for the Northern District of
Texas, against Geoffrey Paul Adams, Michael Donald McGahee, and
GPA Growth Fund ("GPA"), seeking emergency relief under the
federal securities laws.  The Hon. Barefoot Sanders, United
States District Judge, granted the Commission's application for
immediate relief, and issued a Temporary Restraining Order to
prohibit Adams and McGahee from violating the anti-fraud
provisions of the federal securities laws; to freeze assets held
by all of the defendants and securities accounts Adams and
McGahee control; and to require the defendants to account for the
funds they obtained through these allegedly unlawful activities.

     Adams and McGahee, residents of Mt. Pleasant, Texas, are
both licensed securities salesmen, currently associated with a
Dallas, Texas broker-dealer.  Adams and McGahee are alleged to
have formed GPA in November 1991, and to have sold over $3
million in interests or shares in the company and its pooled
brokerage accounts to over 100 persons.  The Commission alleges
that GPA is an unregistered investment company, and that Adams
and McGahee defrauded their clients by, among other things,
misrepresenting the actual returns from investments in GPA, and
their uses of investors' funds.  Adams is also a registered
investment adviser, and the Commission alleges he violated
pertinent recordkeeping and customer disclosure requirements in
this same scheme.  According to the Complaint, Adams and McGahee
diverted investors' funds from GPA's pooled brokerage accounts to
accounts they control, including a bank account in the Bahamas. 
The Commission alleges that Adams had recently directed the
liquidation of approximately $1 million in securities held in
these pooled brokerage accounts, the proceeds which would have
been available on January 31, 1996.

     The alleged violations were revealed during a recent 
examination of Adams' advisory business, conducted by
representatives of the Commission's Fort Worth District Office. 

     The Commission's papers state it will seek the appointment
of a trustee for GPA and temporary receivers for Adams and
McGahee; preliminary and permanent injunctions against the
defendants, enjoining Adams and McGahee from further violations
of anti-fraud provisions of the securities laws, enjoining Adams
from violations of the recordkeeping and customer disclosure
requirements, and enjoining GPA from acting as an unregistered
investment company; requiring the defendants to disgorge all
wrongfully obtained profits derived from their fraudulent and
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violative conduct; and assessing civil money penalties against
Adams and McGahee.