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 JANUARY 31, 2001
                       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                         (Zip Code)
     executive 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 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 January 31, 2001
  Common Stock $.625 par value               28,820,525






                        Page 1 of 16
<PAGE>
INDEX

MORGAN KEEGAN, INC. and Subsidiaries



Part I.  FINANCIAL INFORMATION

Item 1.  Financial Statements (Unaudited).

  Consolidated Statements
    of Financial Condition. . . . . . January 31, 2001 and July 31, 2000

  Consolidated Statements
    of Income . . . . . . . . . . . . Three months and six months ended
                                      January 31, 2001 and 2000

  Consolidated Statements
    of Cash Flows . . . . . . . . . . Six months ended
                                      January 31, 2001 and 2000

  Notes to Consolidated
    Financial Statements. . . . . . . January 31, 2001

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

Item 3.  Quantitative and Qualitative Disclosures about Market Risk.



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 2 of 16



<PAGE>
Part I.  FINANCIAL INFORMATION

Item 1.

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

MORGAN KEEGAN, INC. and Subsidiaries

<TABLE>
<CAPTION>
                                                January 31        July 31
                                                   2001            2000
                                                (unaudited)
                                                      (in thousands)
<S>                                            <C>             <C>
ASSETS
  Cash                                         $   20,288      $   19,716
  Securities segregated for regulatory
    purposes, at market                           461,100         170,600
  Deposits with clearing organizations
    and others                                      8,971          11,846
  Receivable from brokers and dealers and
    clearing organizations                         38,052          14,062
  Receivable from customers                       556,038         713,485
  Securities purchased under agreements
    to resell                                     153,898         310,935
  Securities owned, at market                     569,811         390,656
  Memberships in exchanges, at cost
    (market value-$6,297,000 at 1-31-01;
     $5,780,000 at 7-31-00)                         2,411           2,428
  Furniture, equipment and leasehold
    improvements, at cost (less allowances for
    depreciation and amortization $29,646,000
    at 1-31-01; $30,524,000 at 7-31-00)            27,829          26,498
  Other assets                                     94,465          72,050

                                               $1,932,863      $1,732,276

LIABILITIES AND STOCKHOLDERS' EQUITY
  Short-term borrowings                        $  102,491      $  100,290
  Commercial paper                                144,835          70,741
  Payable to brokers and dealers and
    clearing organizations                         18,515          18,768
  Payable to customers                          1,068,253         829,517
  Customer drafts payable                          19,158          17,752
  Securities sold under agreements to
    repurchase                                    149,390         207,488
  Securities sold, not yet purchased,
    at market                                      59,278         130,851
  Other liabilities                                97,488          98,240
                                                1,659,408       1,473,647
Stockholders' equity
  Common Stock, par value $.625 per share:
    authorized 100,000,000 shares; 28,820,525
    shares issued and outstanding
    at 1-31-01; 28,549,066 at 7-31-00              17,803          17,842
  Retained earnings                               255,652         240,787
                                                  273,455         258,629

                                               $1,932,863      $1,732,276
</TABLE>
[FN]

See accompanying notes.
</FN>


                        Page 3 of 16
<PAGE>
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

MORGAN KEEGAN, INC. and Subsidiaries

<TABLE>
<CAPTION>
                               Three Months Ended       Six Months Ended
                                   January 31              January 31
                                (in thousands, except per share amounts)

                                 2001      2000         2001      2000

<S>                           <C>       <C>           <C>       <C>
REVENUES
  Commissions                 $ 32,467  $ 39,854      $ 67,493  $ 67,133
  Principal transactions        53,117    37,683        92,063    68,306
  Investment banking            12,756    12,166        25,177    24,050
  Interest                      29,232    24,295        58,210    46,639
  Investment management fees    10,125     8,689        20,711    16,593
  Other                         12,154     3,682        17,697     6,683
          TOTAL                149,851   126,369       281,351   229,404

EXPENSES
  Compensation                  75,086    63,923       141,068   117,048
  Floor brokerage and
     clearance                   1,664     1,626         3,543     3,396
  Communications                 7,088     5,914        14,320    12,472
  Travel and promotional         4,038     3,616         7,729     7,566
  Occupancy and equipment
     costs                       7,003     6,282        13,375    12,144
  Interest                      23,217    17,289        44,259    32,493
  Taxes, other than income
     taxes                       4,968     4,123         7,715     6,390
  Other operating expense        6,142     3,100        13,024     5,534
                               129,206   105,873       245,033   197,043

INCOME BEFORE INCOME TAXES      20,645    20,496        36,318    32,361
INCOME TAX EXPENSE               7,700     7,700        13,500    12,100

NET INCOME                    $ 12,945  $ 12,796      $ 22,818  $ 20,261

NET INCOME PER SHARE:
     Basic                    $   0.45  $   0.44      $   0.80  $   0.68
     Diluted                  $   0.45  $   0.44      $   0.79  $   0.68
DIVIDENDS PER SHARE           $   0.09  $   0.08      $   0.18  $   0.16


WEIGHTED AVERAGE COMMON
 SHARES OUTSTANDING:
     Basic                      28,627   28,929         28,596    29,709
     Diluted                    28,840   28,978         28,806    29,764
</TABLE>


                        Page 4 of 16


<PAGE>
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

MORGAN KEEGAN, INC. and Subsidiaries

<TABLE>
<CAPTION>

                                                         Six Months Ended
                                                            January 31
                                                       2001           2000
                                                         (in thousands)
<S>                                                   <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net Income                                          $  22,818    $  20,261
  Adjustments to reconcile net income to
      cash used for operating activities:
    Depreciation and amortization                         5,557        5,421
    Deferred income taxes                                  (700)        (600)
    Amortization of gain on sale of building
      and related assets                                   (690)        (690)
    Amortization of restricted stock                      2,700        2,400
                                                         29,685       26,792
 (Increase) decrease in operating assets:
    Receivable from brokers and dealers and
      clearing organizations                            (23,990)     (60,614)
    Deposits with clearing organizations and others       2,875       (1,890)
    Receivable from customers                           157,447     (103,423)
    Securities segregated for regulatory purposes      (290,500)     (10,500)
    Securities owned                                   (179,155)      (9,503)
    Other assets                                        (21,398)      (3,404)
  Increase (decrease) in operating liabilities:
    Payable to brokers and dealers and clearing
      organizations                                        (253)      58,086
    Payable to customers                                238,736      157,611
    Customer drafts payable                               1,406        2,737
    Securities sold, not yet purchased                  (71,573)     119,889
    Other liabilities                                       (62)       5,294
                                                       (186,467)     154,283
  Cash (used for) provided by
    operating activities                               (156,782)     181,075

CASH FLOWS FROM FINANCING ACTIVITIES
  Commercial paper                                       74,094      (32,185)
  Issuance of Common Stock                                5,317        5,361
  Retirement of Common Stock                            (11,174)     (60,896)
  Dividends paid                                         (5,135)      (4,707)
  Short-term borrowings                                   2,201      139,400
  Securities purchased under agreements to resell       157,037     (141,063)
  Securities sold under agreements to repurchase        (58,098)     (73,799)
    Cash provided by (used for) financing activities    164,242     (167,889)

CASH FLOWS FROM INVESTING ACTIVITIES
  Payments for furniture, equipment and
    leasehold improvements                               (6,888)      (5,476)
    Cash used for investing activities                   (6,888)      (5,476)
      Increase (decrease) in Cash                           572        7,710
Cash at Beginning of Period                              19,716       16,102
Cash at End of Period                                $   20,288     $ 23,812

</TABLE>
[FN]
Income tax payments were approximately $13,685,000 and $4,470,000
for the six month periods ending January 31, 2001, and 2000,
respectively.  Interest payments were approximately
$43,982,000 and $29,462,000 for the same periods, respectively.
See accompanying notes.
</FN>

                        Page 5 of 16
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

MORGAN KEEGAN, INC. and Subsidiaries

January 31, 2000

NOTE A - BASIS OF PRESENTATION

The consolidated financial statements include the accounts
of Morgan Keegan, Inc. and its 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 three months and six
months ended January 31, 2001, are not necessarily indicative
of the results that may be expected for the year ending July
31, 2001.  For further information, refer to the financial
statements and notes thereto included in the Registrant's
annual report on Form 10-K for the year ended July 31, 2000.

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 January
31, 2001, M.K. & Co. had net capital of $126,798,979
which was 22% of its aggregate debit balances and
$115,348,867 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.


                        Page 6 of 16

<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

MORGAN KEEGAN, INC. and Subsidiaries


NOTE D - NET INCOME PER SHARE

The following table sets forth the computation of basic
and diluted earnings per share:
<TABLE>
<CAPTION>

                         Three Months Ended       Six Months Ended
                             January 31               January 31
                           2001      2000           2001      2000
<S>                     <C>         <C>          <C>         <C>
Numerator

  Net Income            $12,944,957 $12,795,965  $22,818,183 $20,261,235

Denominator

  Denominator for basic
   earnings per share -
   weighted average
   shares                28,627,056  28,929,278   28,596,417  29,709,254


  Effect of dilutive
   securities - stock
   options                  212,673      48,740      209,829      54,685

  Denominator for
   Diluted earnings
   per share - adjusted
   weighted average
   shares and assumed
   conversations         28,839,729  28,978,018    28,806,246  29,763,939

  Basic earnings per
   share                $      0.45 $      0.44   $      0.80 $      0.68
  Diluted earnings per
   share                $      0.45 $      0.44   $      0.79 $      0.68

</TABLE>

NOTE E - OTHER ACCOUNTING PRONOUNCEMENTS

Effective August 1, 2000, the Registrant adopted Financial
Accounting Standards Board Statement No. 133, "Accounting
for Derivative and Hedging Activities", as amended by Statement
Nos. 137 and 138 (collectively, the Statements).  The Statements
require derivatives to be recorded on the statement of
financial condition at fair value, with changes in fair value
recognized in income, stockholders' equity, or as adjustments
to the carrying value of assets and liabilities, depending on the
use of the derivative.  The adoption of the Statements had no
material effect on the Registrant's financial statements.
The Registrant's broker/dealer subsidiary does trade in
certain derivative securities on behalf of its customers, but
generally does not act as principal in such trades.


                        Page 7 of 16

<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

MORGAN KEEGAN, INC. and Subsidiaries

NOTE F - Business Segment Information

The Registrant provides financial services through
five business segments: Investment Advisory; Private
Client; Equity Capital Markets; Fixed Income Capital
Markets; and Other.  Segment results include all direct
revenues and expenses of the operating units in each
segment and allocations of indirect expenses based
on specific methodologies.

Investment Advisory provides investment advisory services
to Company-sponsored mutual funds and asset
management for institutional and individual clients.

Private Client distributes a wide range of financial
products through its branch distribution network, including
equity and fixed income securities, proprietary and
non-affiliated mutual funds and annuities. Net interest
income for customers' margin loan and credit account
balances is included in this segment.

Equity Capital Markets consists of the Registrant's
equity institutional sales and trading, syndicate,
and corporate finance activities.  Sales credits
associated with underwritten offerings are reported
in the Private Client segment when sold through retail
distribution channels and in the Equity Capital Markets
segment when sold through institutional distribution channels.

Fixed Income Capital markets consists of the Registrant's
fixed income institutional sales and trading, syndicate,
and public finance activities.

Other businesses are principally the Registrant's Athletic
Resource Management business and unallocated corporate
revenues and expenses.






                        Page 8 of 16



<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

MORGAN KEEGAN, INC. and Subsidiaries


NOTE F - Business Segment Information (continued)

Segment data includes charges allocated to each segment.
Intersegment revenues and charges are eliminated between
segments. The Registrant evaluates the performance of its
segments and allocates resources to them based on
return on investment.

The Registrant has not disclosed asset information by
segment as the information is not produced internally.
All long-lived assets are located in the U.S.

The Registrant's business is predominantly in the U.S.,
with less than 1% of revenues and net income from
international operations.


Business segment financial results for the periods ending
January 31, 2001 and 2001 are as follows:

<TABLE>
<CAPTION>

                             Three Months Ended      Six Months Ended
                                 January 31             January 31
                               2001       2000        2001      2000

<S>                          <C>        <C>         <C>       <C>
Revenues:
  Private Client             $ 62,070   $ 64,202    $120,698  $111,622
  Fixed Income Capital
   Markets                     53,136     39,073      94,434    72,964
  Equity Capital Markets       15,481     12,626      32,931    25,198
  Investment Advisory          10,125      8,061      21,012    15,978
  Other                         9,039      2,407      12,276     3,642
   Total                     $149,851   $126,369    $281,351  $229,404


Income before income taxes:
  Private Client             $ 10,116   $ 10,901    $ 16,565  $ 16,055
  Fixed Income Capital
   Markets                      5,123      3,930      10,492     8,579
  Equity Capital Markets        2,028      3,621       4,740     4,884
  Investment Advisory           1,874      1,531       2,596     2,143
  Other                         1,504        513       1,925       700
   Total                     $ 20,645   $ 20,496    $ 36,318  $ 32,361

</TABLE>



NOTE G - Subsequent Events

On December 17, 2000, the Registrant announced the
signing of a definitive agreement under which
Regions Financial Corporation will acquire the Registrant
for $27 per share in a business combination expected
to be accounted for as a purchase.  The merger is
expected to close prior to the end of the Registrant's
next fiscal quarter. Consequently, the Registrant does
not expect to file a quarterly financial statement
subsequent to the quarter ended January 31, 2001.

                        Page 9 of 16

<PAGE>
Part I.  FINANCIAL INFORMATION
Item 2.
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. 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.

Results of Operations

The Registrant recognized record-level revenues of
$149,851,000 for the quarter ended January 31, 2001, up
$8,043,000, or 6%, over the previous record set in the
third quarter of fiscal 2000 when revenues totaled $141,808,000.
The current quarter revenues exceeded the same period in the
previous year by $23,482,000, or 19%, when revenues were
$126,369,000.  The largest components of this increase
include a 41% increase in principal transactions and a
230% increase in other income offset by a 19% decrease
in commissions.  The increase in principal
transactions is the result of a significant increase
in U.S. Government underwritings and the increase in other
income is attributable to gain on a firm investment.

Operating expenses increased 22% to $129,206,000 for
the quarter compared to $105,873,000 in the same quarter
of the prior year. Employee compensation increased 18%,
interest expense increased 34% and other expenses increase
98%.  The employee compensation and interest expense
increases are proportionate with the increase in
revenues.  The increase in other expenses relates
primarily to the Registrant's broker/dealer subsidiary
establishing a $2 million reserve against margin
accounts.

Net income for the quarter was $12,945,000, or
$0.45 per share, compared to $12,796,000, or $0.44 per
share, in the same quarter of the prior year.

For the six months ended January 31, 2001 revenues
totaled $281,351,000 which was 22% higher than the
same six-month period of the prior year when
revenues were $229,404,000.  The largest components of
this increase include a 35% increase in principal
transactions, a 25% increase in interest income and a
165% increase in other income.



                        Page 10 of 16

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

MORGAN KEEGAN, INC. and Subsidiaries


Results of Operation (continued)

Operating expenses totaled $245,033,000 for the six
months ended January 31, 2001 compared to $197,043,000
for the six months ended January 31, 2000.  The largest
components of this increase include a 21% increase
in employee compensation, a 36% increase in interest
expense and a 135% increase in other expenses.   The
increase in other expenses is related to a legal
settlement incurred as disclosed in previous
filings and the addition of the bad debt reserve
established in the second quarter.

Net income for the six months ended January 31, 2001 was
$22,818,000 compared to $20,261,000 for the same six-month
period in fiscal 2000. Net income per share was $0.80 for
the current year versus $0.68 for the same period of
the previous year.

Liquidity and Capital Resources

High liquidity is reflected in the Registrant's statement
of financial condition with approximately 94% 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 six
months ended January 31, 2001 cash flows used for operating
activities were $156,782,000 primarily due to a $290,500,000
increase in securities segregated for regulatory
purposes and an $179,155,000 increase in securities owned.

Cash flows provided by financing activities were $164,242,000
for the six months ended January 31, 2001 compared to cash
flows used for financing activities of $167,889,000 for the
six months ended January 31, 2000.  The largest components
of this change include a $157,037,000 decrease in securities
purchased under agreements to resell and a $74,094,000 increase
in the commercial paper as compared to the six month period
in fiscal 2000.

Cash flows used for investing activities during the six
months ended January 31, 2001 were $6,888,000 compared to
$5,476,000 for the same period of fiscal 2000.  This
investing activity is the result of the continued emphasis
on the upgrading and maintaining the Registrant's
broker/dealer subsidiary's branch network.


                        Page 11 of 16

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

MORGAN KEEGAN, INC. and Subsidiaries

Forward Looking Statements

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.
















                        Page 12 of 16

<PAGE>
Part I.  FINANCIAL INFORMATION

Item 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

MORGAN KEEGAN, INC. and Subsidiaries


Interest Rate Sensitivity

No significant changes have occurred since July 31,
2000 in the Registrant's exposure to market risk.
See Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.






                        Page 13 of 16



<PAGE>
PART II. OTHER INFORMATION
MORGAN KEEGAN, INC. and Subsidiaries

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

         On November 21, 2000, at the Registrant's annual meeting
         of its shareholders, 79.5% of the 28,855,066 shares
         outstanding at October 1, 2000 were represented by proxy.
         A quorum was declared present for the conduct of business
         and the following proposals were voted on:

         Proposal 1:  Election of the directors from the following
         nominees to serve the registrant for the ensuing year:

              Kenneth F. Clark, Jr.        Donald Ratajczak
              G. Douglas Edwards           Robert M. Solmson
              James E. Harwood             John W. Stokes, Jr.
              Stephen P. Laffey            Joseph C. Weller
              Allen B. Morgan, Jr.         Spence L. Wilson
              Harry J. Phillips, Sr.-died 1-12-01

         Results of vote: 99.6% of the votes cast were in favor of
         this proposal.

         Proposal 2:  Adoption of 2000 Equity Compensation Plan.

         Results of vote: 70.1% of the votes cast were in favor of
         this proposal.

         Proposal 3: Adoption of 2000 Employee Stock Purchase Plan.

         Results of vote: 67.2% of the votes cast were in favor of
         this proposal.

                        Page 14 of 16

<PAGE>
PART II. OTHER INFORMATION
MORGAN KEEGAN, INC. and Subsidiaries


Item 4.  Submission of Matters to a Vote of Security Holders
         (continued)

         Proposal 4: Adoption of 2000 Non-Employee Director
         Stock Option Plan.

         Results of vote: 71.6% of the votes cast were in
         favor of this proposal.

         Proposal 5: Adoption of 2000 Executive Incentive
         Compensation Plan.

         Results of vote: 78.5% of the votes cast were in
         favor of this proposal.


Item 5.  Other Information

         None

Item 6.  Exhibits and Reports on Form 8-K

a. Exhibits
Exhibit 10.A - Material Contracts Agreement and
             Plan of Merger by and between Morgan Keegan,
             Inc. and Regions Financial Corporation dated
             December 17, 2000.

             Exhibit 27 - Financial Data Schedule

         b.  Reports on Form 8-K
             A current report on Form 8-K dated December 17,
             2000 was filed under Item 5 Other Events
             discussing the proposed merger with Regions
             Financial Corporation.

















                        Page 15 of 16



<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:       March 16, 2001







                        Page 16 of 16