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                                   UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION 
                               Washington, DC 20549
 
                                   FORM 10-K/A-1
 
[ ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934 [FEE REQUIRED]
                                          OR
[X] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
    EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
    For the transition period from July 1, 1996 to December, 31, 1996
 
                         Commission File Number 33-93312
 
                            BEAL FINANCIAL CORPORATION 
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               (Exact name of registrant as specified in its charter)


             Texas                                      75-2583551
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 (State or other jurisdiction of           (IRS Employer Identification No.)
  incorporation or organization) 
 

Suite 300, LB 66, 15770 North Dallas Parkway, Dallas, Texas            75248
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(Address of principal executive offices)                             (Zip Code)
 
Registrant's telephone number, including area code: (972) 404-4000
 
           Securities Registered Pursuant to Section 12(b) of the Act:
 
                                     None
                                     ----
 
           Securities Registered Pursuant to Section 12(g) of the Act:
 
                                     None 
                                     ----
                               (Title of class)
 
    Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
requirements for the past 90 days. YES X NO .
 
    Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
 
    The aggregate market value of the voting stock held by non-affiliates of the
registrant was $0, as all shares of the Registrant were held by affiliates of
the Registrant at December 31, 1996.
 
    As of December 31, 1996, there were issued and outstanding 300,000 shares of
the Registrant's Common Stock.
 
                      DOCUMENTS INCORPORATED BY REFERENCE
 
    None.
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                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Act of 1934, the Registrant has duly caused this report to be signed on its 
behalf by the undersigned, thereunto duly authorized.

                                       BEAL FINANCIAL CORPORATION

          May 19, 1997                       /s/ David C. Meek
Date: --------------------             By: ------------------------------
                                           David C. Meek, President and
                                              Chief Executive Officer
                                           (Duly Authorized Representative)

     Pursuant to the requirements of the Securities Exchange Act of 1934, 
this report has been signed below by the following persons on behalf of the 
Registrant and in the capacities and on the dates indicated.


    /s/ D. Andrew Beal                       /s/ David R. Farmer
-----------------------------           ------------------------------
D. Andrew Beal, Chairman                David R. Farmer, Senior Vice President
                                           and Treasurer (Principal Financial
                                           and Accounting Officer)

          May 19, 1997                           May 19, 1997
Date: -------------------               Date: -------------------


    /s/ Timothy M. Fults                  /s/ Dr. Bernard L. Weinstein
-----------------------------           --------------------------------
Timothy M. Fults, Director              Dr. Bernard L. Weinstein, Director


          May 19, 1997                           May 19, 1997
Date: -------------------               Date: -------------------


    /s/ David C. Meek
-----------------------------
David C. Meek, Director


          May 19, 1997
Date: --------------------

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    This Form 10-K/A-1 is being filed to include the signature page for Beal 
Financial Corporation (the "Registrant"), required under Form 10-K.


                             SIGNATURE

    Pursuant to the requirements of the Securities Exchange Act of 1934, the 
Registrant has duly caused this amendment to be signed on its behalf by the 
undersigned, thereunto duly authorized.


                                                    BEAL FINANCIAL CORPORATION

Date:     June 16, 1997                             By: /s/ David R. Farmer
     -----------------------                           -----------------------
                                                            David R. Farmer