<PAGE>
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                                                                  

                                   FORM 10-Q
              QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

                    FOR THE QUARTER ENDED APRIL 30, 1997
                           COMMISSION FILE NO. 1-9015
                                                                  

                               MORGAN KEEGAN, INC.                     
            (Exact name of Registrant as specified in its charter)

          
        Tennessee                                        62-1153850     
(State or other jurisdiction of                     (I.R.S. Employer
incorporation or organization)                      Identification No.)

     Fifty Front Street
     Memphis, Tennessee                                  38103              
(Address of principal executive                      (Zip Code)
 offices)                

                               901-524-4100             
           (Registrant's telephone number, including area code)
 
                                    N/A                                     
(Former name, former address and former fiscal year, if changed since last
report)

  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 filing requirements for at least the past 90 days.  Yes  X     No     .

                     APPLICABLE ONLY TO ISSUERS INVOLVED
                      IN BANKRUPTCY PROCEEDINGS DURING
                          THE PRECEDING FIVE YEARS:

  Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a
plan confirmed by a court.  YES       NO     

                     APPLICABLE ONLY TO CORPORATE ISSUERS:

   Indicate the number of shares outstanding of each of the issuer's classes
of Common Stock, as of the latest practical date.

           Class                             Outstanding at April 30, 1997
  Common Stock $.625 par value                    21,090,928               
<PAGE>
<PAGE>
INDEX

MORGAN KEEGAN, INC. and Subsidiaries



Part I.  FINANCIAL INFORMATION

Item 1.  Financial Statements (Unaudited)

  Consolidated Statements
    of Financial Condition. . . . . . . . April 30, 1997 and July 31, 1996

  Consolidated Statements
    of Income . . . . . . . . . . . . . . Three months and nine months ended
                                          April 30, 1997 and 1996

  Consolidated Statements
    of Cash Flows . . . . . . . . . . . . Nine months ended
                                          April 30, 1997 and 1996

  Notes to Consolidated
    Financial Statements. . . . . . . . . April 30, 1997

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations



Part II.  Other Information

Item 1.  Legal proceedings

Item 2.  Changes in Securities

Item 3.  Defaults upon Senior Securities

Item 4.  Submission of Matters to a Vote of Security Holders

Item 5.  Other Information

Item 6.  Exhibits and Reports on Form 8-K

Signatures<PAGE>
<PAGE>
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
MORGAN KEEGAN, INC. and Subsidiaries
<TABLE>
                                                April 30         July 31
                                                  1997             1996 
                                               (unaudited) 
                                                      (in thousands)
ASSETS                                             <C>              <C>
  Cash                                        $   15,358        $ 17,156
  Securities segregated for regulatory
    purposes, at market                          198,700         225,200
  Deposits with clearing organizations 
    and others                                     9,244           7,655 
  Receivable from brokers and dealers and
    clearing organizations                        14,300          16,978
  Receivable from customers                      349,319         314,436 
  Securities purchased under agreements
    to resell                                    160,143          69,278
  Securities owned, at market                    390,009         229,278
  Memberships in exchanges, at cost
    (market value-$3,431,000 at 4-30-97;       
     $3,722,000 at 7-31-96)                          719             719
  Furniture, equipment and leasehold
    improvements, (less allowances for
    depreciation and amortization $14,458,000
    at 4-30-97; $13,362,000 at 7-31-96)           23,452          18,492
  Building and improvements, at cost (less
    allowance for depreciation $506,000 at 
    4-30-97; and $92,000 at 7-31-96)              19,494          19,908   
  Other assets                                    37,457          27,548

                                              $1,218,195        $946,648

LIABILITIES AND STOCKHOLDERS' EQUITY
  Short-term borrowings                       $  152,070        $ 31,400
  Mortgage note payable                           19,776          19,965
  Commercial paper                                76,690          42,928
  Payable to brokers and dealers and
    clearing organizations                         9,609           9,201
  Payable to customers                           500,428         484,547
  Customer drafts payable                         11,934          14,456
  Securities sold under agreements to  
    repurchase                                    85,715          54,826
  Securities sold, not yet purchased,     
    at market                                    115,571          62,972
  Other liabilities                               52,271          57,345
                                               1,024,064         777,640
Stockholders' equity
  Common Stock, par value $.625 per share:
  authorized 100,000,000 shares; 
  21,090,928 shares issued and outstanding
  at 4-30-97; 20,437,597 at 7-31-96               13,182          12,773
  Additional paid-in capital                       7,224           1,511
  Retained earnings                              173,725         154,724

                                                 194,131         169,008

                                              $1,218,195        $946,648
</TABLE>
See accompanying notes.
<PAGE>
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

MORGAN KEEGAN, INC. and Subsidiaries
<TABLE>
                               Three Months Ended      Nine Months Ended 
                                    April 30               April 30
                                (in thousands, except per share amounts)

                                 1997      1996          1997      1996 

REVENUES                        <C>       <C>           <C>        <C>
  Commissions                  $19,110   $18,190      $ 55,407   $ 49,341
  Principal transactions        24,903    29,417        81,643     88,203
  Investment banking            12,097    13,251        35,585     37,839
  Interest                      15,616    13,412        45,994     36,608
  Other                          5,557     5,027        16,597     13,703
          TOTAL                 77,283    79,297       235,226    225,694

EXPENSES
  Compensation                  38,572    41,491       117,838    118,177
  Floor brokerage and 
     clearance                   1,583     1,189         4,016      3,364
  Communications                 5,441     5,003        16,153     13,614
  Travel and promotional         2,039     1,520         6,204      5,366
  Occupancy and equipment
     costs                       4,111     3,055        11,532      8,728
  Interest                      10,906     9,537        32,010     23,718
  Taxes, other than income 
     taxes                       2,484     2,387         6,495      5,659
  Other operating expense        1,237     1,039         3,645      3,845
                                66,373    65,221       197,893    182,471


INCOME BEFORE INCOME TAXES      10,910    14,076        37,333     43,223
INCOME TAX EXPENSE               4,000     5,500        13,800     16,600

NET INCOME                     $ 6,910   $ 8,576      $ 23,533   $ 26,623

NET INCOME PER SHARE           $  0.33   $  0.41      $   1.14   $   1.30

DIVIDENDS PER SHARE            $  0.08   $  0.07      $   0.22   $   0.19



</TABLE>
See accompanying notes.
<PAGE>
<PAGE>
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
MORGAN KEEGAN, INC. and Subsidiaries
<TABLE>
                                                     Nine Months Ended
                                                         April 30
                                                     1997          1996  
                                                       (in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES             <C>           <C>          
  Net Income                                        $23,533       $26,623
  Adjustments to reconcile net income to
      cash used for operating activities:
    Depreciation and amortization                     4,672         2,968  
    Deferred income taxes                              (891)       (1,140)
    Amortization of restricted stock                  2,150         1,530 
                                                     29,464        29,981
 (Increase) decrease in operating assets:
  Receivable from brokers and dealers and
    clearing organizations                            2,678        (7,514)
  Deposits with clearing organizations 
    and others                                       (1,589)         (159)
  Receivable from customers                         (34,883)      (30,034)
  Securities segregated for regulatory purposes      26,500         3,200
  Securities owned                                 (160,731)      (90,976)
  Other assets                                       (9,018)       (3,798)
Increase (decrease) in operating liabilities:
  Payable to brokers and dealers and clearing
    organizations                                       408        15,032
  Payable to customers                               15,881        36,622
  Customer drafts payable                            (2,522)         (439)
  Securities sold, not yet purchased                 52,599          (840)
  Other liabilities                                  (5,074)        2,182
                                                   (115,751)      (76,724) 
  Cash used for operating activities                (86,287)      (46,743)

CASH FLOWS FROM FINANCING ACTIVITIES
  Commercial paper                                   33,762        23,488
  Mortgage note payable                                (189)
  Issuance of Common Stock                            4,114         2,862
  Retirement of Common Stock                           (142)       (3,548)
  Dividends paid                                     (4,532)       (3,854)
  Short-term borrowings                             120,670         7,751
  Securities purchased under agreements to resell   (90,865)        2,996
  Securities sold under agreements to repurchase     30,889        18,732
    Cash provided by financing activities            93,707        48,427
 
CASH FLOWS FROM INVESTING ACTIVITIES
  Payments for furniture, equipment and
    leasehold improvements                           (9,218)       (7,345)
      Cash used for investing activities             (9,218)       (7,345)
      Decrease in Cash                               (1,798)       (5,661) 
Cash at Beginning of Period                          17,156        22,287
Cash at End of Period                              $ 15,358       $16,626

</TABLE>
Income tax payments were approximately $14,904,000 and $16,246,000 for the
nine month period ending April 30, 1997, and 1996, respectively.  Interest
payments were approximately $31,575,000 and $23,886,000 for the same periods,
respectively.

See accompanying notes. <PAGE>
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

MORGAN KEEGAN, INC. and Subsidiaries

April 30, 1997

NOTE A - BASIS OF PRESENTATION

The consolidated financial statements include the accounts of Morgan Keegan,
Inc. and its wholly owned subsidiaries (collectively referred to as the
Registrant).  The accompanying unaudited consolidated financial statements
have been prepared in accordance with the instructions to Form 10-Q and Rule
10-01 of Regulation S-X.  Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements.  In the opinion of management,
all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included.  Operating results for
the nine months ended April 30, 1997, are not necessarily indicative of the
results that may be expected for the year ending July 31, 1997.  For further
information, refer to the financial statements and notes hereto included in
the Registrant's annual report on Form 10-K for the year ended July 31, 1996.


NOTE B - NET CAPITAL REQUIREMENT

As a registered broker/dealer and member of the New York Stock Exchange, the
registrant's brokerage subsidiary, Morgan Keegan & Company, Inc. (M.K. & Co.)
is subject to the Securities and Exchange Commission's (SEC) uniform net
capital rule.  The broker/dealer subsidiary has elected to operate under the
alternative method of the rule, which prohibits a broker/dealer from engaging
in any securities transactions when its net capital is less than 2% of its
aggregate debit balances, as defined, arising from customer transactions. 
The SEC may also require a member firm to reduce its business and restrict
withdrawal of subordinated capital if its net capital is less than 4% of
aggregate debit balances, and may prohibit a member firm from expanding its
business and declaring cash dividends if its net capital is less than 5% of
aggregate debit balances.  At April  30, 1997, M.K. & Co. had net capital of
$102,729,963 which was 30% of its aggregate debit balances and $95,848,230 in
excess of the 2% net capital requirement.

NOTE C - INCOME TAXES

The principal reason for the difference between the Registrant's effective
tax rate and the federal statutory rate is the non-taxable interest earned on
municipal bonds.

NOTE D - EFFECT OF FASB STATEMENT NO. 128

In February 1997, the Financial Accounting Standards Board issued Statement
No. 128, "Earnings per Share", which is required to be adopted on December
31, 1997.  At that time, the Company will be required to change the method
currently used to compute earnings per share and to restate all prior
periods.  Under the new requirements for calculating primary earnings per
share, the dilutive effect of stock options will be excluded.  The impact of
Statement 128 on the calculation of primary earnings per share and fully
diluted earnings per share is not expected to be material.
<PAGE>
<PAGE>
MANAGEMENT'S DISCUSSION & ANALYSIS
  OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MORGAN KEEGAN, INC. and Subsidiaries

Morgan Keegan, Inc. (The Registrant) operates a full service regional
brokerage business through its principal subsidiary, Morgan Keegan & Company,
Inc. (M.K. & Co.).  M.K. & Co. is involved in the highly competitive business
of origination, underwriting, distribution, trading and brokerage of fixed
income and equity securities and also provides investment advisory services. 
While M.K. & Co. regularly participates in the trading of some derivative
securities for its customers, this trading is not a major portion of M.K. &
Co.'s business.  M.K. & Co. typically does not underwrite high yield
securities, and normally is not involved in bridge loan financings or any
other ventures that management believes may not be appropriate for its
strategic approach.  Many highly volatile factors affect revenues, including
general market conditions, interest rates, investor sentiment and world
affairs, all of which are outside the Registrant's control.  However, certain
expenses are relatively fixed.  As a result, net earnings can vary
significantly from quarter to quarter, regardless of management's efforts to
enhance revenues and control costs.

This Form 10-Q may contain or incorporate by reference statements which may
constitute "forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933, as amended and Section 21E of the Securities
Exchange Act of 1934, as amended.  Prospective investors are cautioned that
any such forward-looking statements are not guarantees for future performance
and involve risks and uncertainties, and that actual results may differ
materially from those contemplated by such forward-looking statements.


Results of Operations

The Registrant s revenues were $77,283,000 for the quarter ended April 30,
1997, or $2,014,000 lower than the same quarter of the previous year when
revenues were $79,297,000.  The largest component of this decrease was an 
15% decrease in principal transactions stemming primarily from an unsettled
equity market during the last two months of the quarter.

Operating expenses increased for the quarter  2% over the same time in the
previous fiscal year from $65,221,000 to $66,373,000.  Interest expenses and
occupancy costs were the primary contributors to this increase.  Interest
expense increased $1,369,000 as larger inventory positions were carried
during the quarter and occupancy costs increased $1,056,000 from commitments
to enhance the retail branch system office space and communications systems.

Net income for the quarter was $6,910,000 compared to $8,576,000 in the same
period a year ago.  Corrections in the market in both March and April
attributed to the decline in net income for the quarter.

Total revenue for the nine months ended April 30, 1997, totaled $235,226,000
for a 4% increase over the same nine month period of the previous year when
revenues totaled $225,694,000.  Interest earned on securities owned and
interest earned on customer margin balances comprised the most significant
portions of the increase in revenues by increasing 29% and 20%, respectively.

<PAGE>
<PAGE>
MANAGEMENT'S DISCUSSION & ANALYSIS
  OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MORGAN KEEGAN, INC. and Subsidiaries


Results of Operations (continued)

Year-to-date operating expenses increased 8% to $197,893,000 for the nine
months ended April 30, 1997, compared to $182,471,000 for the same period of
the previous year.  Factors contributing to this increase include a
$2,804,000 increase in occupancy costs, a $2,539,000 increase in
communication expenses and  a $8,293,000 increase in interest expense.  Each
of these expenses is relative to the increase  in trading volume and revenues
for the nine month period.

Net income for the nine months ended April 30, 1997, was  $23,533,000 or
$3,090,000 less than the year-to-date net income at April 30, 1996, when net
income was  $26,623,000.


Liquidity and Capital Resources

High liquidity is reflected in the Registrant s statement of financial
condition with approximately 93% of its assets consisting of cash or assets
readily convertible into cash.  Financing resources include the Registrant s
equity capital, commercial paper, short-term borrowings, repurchase
agreements and other payables.  For the nine months ended April 30, 1997,
cash flows used for operating activities increased by $39,544,000 which is
primarily due to an increase in securities owned.

Cash flows from financing activities were $93,707,000 for the nine months
ended April 30, 1997, compared to $48,427,000 for the same period in the
previous year.  The increase was largely a result of the increase in short-
term borrowing used to carry increased inventory positions.

Cash flows used for investing activities were $9,218,000 for the current year
versus $7,345,000 in the previous year.  This increase is a result of the
commitment to enhance and refine the communications system and links to the
retail branch system offices.

At April 30, 1997, the Registrant s broker/dealer subsidiary, which is
regulated under the SEC s uniform net capital rule, had net capital of
$102,729,963 which was $95,848,230 in excess of the 2% net capital
requirement.  During the quarter, the Registrant declared and paid cash
dividends of $.08 per share on the shares outstanding.

The Registrant is authorized to repurchase its own stock under the stock
repurchase program begun in November, 1993.  During the quarter no stock was
repurchased under the plan; year-to-date the Registrant has repurchased
11,600 shares for an aggregate price of $142,000.  Since the beginning of the
repurchase program, the Registrant has repurchased 3,438,789 shares for
$30,801,989.<PAGE>
<PAGE>
MORGAN KEEGAN, INC. and Subsidiaries

PART II OTHER INFORMATION

Item 1.  Legal proceedings

         Morgan Keegan & Company, Inc. is subject to various claims
         incidental to its securities business.  While the ultimate
         resolution of pending litigation and claims cannot be
         predicted with certainty, based upon the information currently
         known, management is of the opinion that it has meritorious
         defenses and has instructed its counsel to vigorously defend
         such lawsuits and claims, and that liability, if any, resulting
         from all litigation will have no material adverse effect on the
         Registrant's consolidated financial condition or results
         of operations.

Item 2.  Changes in Securities

         None

Item 3.  Defaults upon Senior Securities

         None

Item 4.  Submission of Matters to a Vote of Security Holders

         None

Item 5.  Other Information

         During the quarter, Peter S. Wilmott resigned from the
         Board of Directors to accept the position of chairman
         of Zenith Corporation.  Mr. James E. Harwood, III was
         unanimously approved by the Board to replace Mr. Wilmott.

         The Board further resolved to increase the number of
         outside directors to four and upon doing so unanimously
         approved Harry J. Phillips to the Board.  Mr. Phillips 
         is the chairman of the Executive Committee of Browning
         Ferris Industries, Inc.

Item 6.  Exhibits and Reports on Form 8-K

         a.  Exhibits

             11.  Computation of Earnings per Share

         b.  Reports on Form 8-K

             No reports were filed during the quarter on Form 8-K<PAGE>
<PAGE>


SIGNATURES

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

                                        Morgan Keegan, Inc.
                                           Registrant



                                  BY    /S/ Joseph C. Weller      
                                             Joseph C. Weller
                                             EVP, CFO, Sec.-Treas.


Date:       June 12, 1997    
<PAGE>
<PAGE>
PART II OTHER INFORMATION (Continued)

MORGAN KEEGAN, INC. and Subsidiaries

Item 6. a.  Exhibit 11.

COMPUTATION OF EARNINGS PER SHARE (UNAUDITED)
<TABLE>
                                Three Months Ended      Nine Months Ended
                                     April 30                April 30
                                 1997        1996        1997        1996 
PRIMARY
                                <C>         <C>           <C>        <C> 
Average Shares outstanding   20,964,422  20,673,446    20,570,207 20,363,648

Net effect of dilutive
 stock options based on
 the treasury stock
 method using average
 market price.                  100,429     120,562      115,245     131,437

     TOTAL                   21,064,851  20,794,008   20,685,452  20,495,085

Net Income                   $ 6,910,000 $ 8,575,946  $23,532,575 $26,622,853

Per Share Amount            $      0.33 $      0.41  $      1.14 $      1.30



FULLY DILUTED

Average shares outstanding   20,964,422  20,673,446   20,570,207  20,363,648

Net effect of dilutive
 stock options based on
 the treasury stock
 method using the
 quarter end market
 price,if higher
 than average
 market price.                  100,429     120,562      115,245     131,437

     TOTAL                   21,064,851  20,794,008   20,685,452  20,495,085

Net Income                   $ 6,910,000 $ 8,575,946  $23,532,575 $26,622,853

Per Share Amount            $      0.33 $      0.41  $      1.14 $      1.30

</TABLE>