==========================================START OF PAGE 1======

                     UNITED STATES OF AMERICA
                            Before the
                SECURITIES AND EXCHANGE COMMISSION

ADMINISTRATIVE PROCEEDING
File No. 3-9209                  

SECURITIES EXCHANGE ACT OF 1934
Release No. 38083 / December 24, 1996

____________________________
                            :
                            :
In the Matter of            :    ORDER INSTITUTING PUBLIC
                            :    ADMINISTRATIVE PROCEEDING
MICHAEL DONALD MCGAHEE      :    PURSUANT TO SECTIONS 15(b) AND
                            :    19(h) OF THE SECURITIES EXCHANGE
                            :    ACT OF 1934, MAKING FINDINGS,
          Respondent.       :    AND IMPOSING REMEDIAL SANCTIONS
                            :
____________________________:

                                I.

     The Securities and Exchange Commission (the "Commission")
deems it appropriate and in the public interest to institute
public administrative proceedings pursuant to Sections 15(b) and
19(h) of the Securities Exchange Act of 1934 ("Exchange Act")
against  Michael Donald McGahee ("McGahee").

                               II.

     In anticipation of the institution of this proceeding,
McGahee 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 to which
the Commission is a party, prior to a hearing pursuant to the
Commission's Rules of Practice, 17 C.F.R      201.100 et seq.,
and without admitting or denying the findings contained herein,
except those contained in paragraphs III.A. and B. below and the
jurisdiction of the Commission over him and the matters set forth
in this order, which he admits, McGahee consents to the
institution of public administrative proceedings, and to the
entry of the findings and the imposition of remedial sanctions
set forth below.

     Accordingly, IT IS ORDERED that an administrative proceeding
pursuant to Sections 15(b) and 19(h) of the Exchange Act be, and
hereby is, instituted.





                               III.

     On the basis of this Order and the Offer submitted by
McGahee, the Commission finds1/ that: 

     A.   McGahee has been a registered representative of
Dominion Capital Corp., a registered broker-dealer located in
Dallas, Texas, since July 1991. 

     B.   On December 6, 1996, McGahee was permanently enjoined
from violations of Section 17(a) of the Securities Act of 1933,
and Section 10(b) of the Securities Exchange Act of 1934, and
Rule 10b-5 thereunder, by the United States District Court for
the Northern District of Texas (Dallas Division) [SEC v. Geoffrey
Paul Adams, et al., 3:96CV-0300-H].  McGahee consented to the
imposition of the permanent injunction without admitting or
denying any violation of the federal securities laws, and without
admitting or denying any of the allegations contained in the
Commission's complaint against him.

     C.   The Commission's complaint in SEC v. Geoffrey Paul
Adams, et al. alleged that McGahee participated in the sale of
over $3 million in interests or shares in an unregistered mutual
fund, GPA Growth Fund ("GPA"), and its pooled brokerage accounts
to over 100 people.  Further, the complaint alleged that McGahee
made material misrepresentations and omissions of material fact
in connection with the offer and sale of GPA shares, concerning,
among other things, the rate of return on the investments and the
use of proceeds.  

                               IV.

     In view of the foregoing, the Commission deems it
appropriate and in the public interest to impose the sanctions
which are set forth in the Offer submitted by McGahee.
 













                    

     1/   The  findings herein  are  made  pursuant to  McGahee's
          Offer of  Settlement and are  not binding on  any other
          person or entity in this or any other proceeding.





     Accordingly, IT IS HEREBY ORDERED that Michael Donald
McGahee be, and hereby is, barred from association with any
broker, dealer, municipal securities dealer, investment adviser
or investment company; provided, however, that after two years
from the date of this Order, he may reapply to become so
associated in a nonproprietary, nonsupervisory capacity.

     By the Commission.





                                   Jonathan G. Katz
                                   Secretary