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                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549

                                 FORM 10-K/A-1

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934 [FEE REQUIRED]
    For the Fiscal Year Ended December 31, 1997
                                      OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
    EXCHANGE ACT OF 1934 [NO FEE REQUIRED]


                       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 December 31, 1997.

     As of December 31, 1997, 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

       April 10, 1998                          /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)

       April 10, 1998                             April 10, 1998
Date: ------------------------------       Date: ------------------------------



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

       April 10, 1998                             April 10, 1998
Date: ------------------------------       Date: ------------------------------



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

       April 10, 1998
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

       April 20, 1998                          /s/ David R. Farmer
Date: ------------------------------       By: --------------------------------
                                               David R. Farmer