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                                    UNITED STATES
                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, DC  20549

                                     FORM 10-K\A

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
    ACT OF 1934 [FEE REQUIRED]
    FOR THE FISCAL YEAR ENDED JUNE 30, 1996

                                          OR

[  ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
         EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
    FOR THE TRANSITION PERIOD FROM____________________TO___________________

                           COMMISSION FILE NUMBER 33-93312


                              BEAL FINANCIAL CORPORATION
-----------------------------------------------------------------------------
                (Exact name of registrant as specified in its charter)

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


Suite 300, LB 66, 15770 North Dallas Parkway,
Dallas, Texas                                                           75248
----------------------------------------------   ----------------------------
(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 September 30, 1996.

    As of September 30, 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



Date:   October 11, 1996               /s/ David R. Farmer
       ----------------------          ---------------------------------
                                       David R. Farmer, Senior Vice President
                                         and Treasurer (PRINCIPAL FINANCIAL AND
                                         ACCOUNTING OFFICER)


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                                  INDEX TO EXHIBITS


 Exhibit
 Number

   3.1        Certificate of Incorporation *

   3.2        Bylaws *

   4.1        Form of Indenture dated as of August 11, 1995,
              with respect to the Registrant's 12-3/4% Senior
              Notes, due August 15, 2000 *

   4.2        Specimen Senior Note (found at Sections 2.02 and
              2.03 of the Form of Indenture filed as Exhibit 4.1) *

   10         Material contracts:
                (a)  Employment Agreement with Margaret Curl *
                (b)  Employment Agreement with David C. Meek **

   21         Subsidiaries of the Registrant ***

   27         Financial Data Schedule ***

-----------------------------

*   Filed as exhibits to the Company's Registration Statement on Form S-1 under
    the Securities Act of 1993, filed with the Securities and Exchange
    Commission on June 7, 1995 (Registration No. 33-93212).  All of such
    previously filed documents are hereby incorporated herein by reference in
    accordance with Item 601 of Regulation S-K.

**  Filed as an exhibit to the Company's Form 10-Q under the Securities Act of
    1934, filed with Securities and Exchange Commission on May 15, 1996.  Such
    previously filed document is hereby incorporated herein by reference in
    accordance with Item 601 of Regulation S-K.

*** Exhibit filed herewith.