UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D. C.  20549
                                   FORM 10-K
(Mark One)
    X      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
---------- EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995

                                       OR
           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
-----------SECURITIES EXCHANGE ACT OF 1934
           For the transition period from          to
                                          --------    --------

                         Commission file number 0-16946
                                                -------
                          SEAFIELD CAPITAL CORPORATION
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)
                 Missouri                                43-1039532
-------------------------------------     ---------------------------------
     (State or other jurisdiction              (IRS Employer Incorporation
            of organization)                     or Identification Number)

            P. O. Box 410949
       2600 Grand Blvd., Suite 500
          Kansas City, Missouri                              64141
---------------------------------------------------------------------------
(Address of Principal Executive Offices)                   (Zip Code)

Registrant's telephone number, including area code: (816) 842-7000
                                                    --------------
Securities registered pursuant to Section 12(b) of the Act:

                                                  Name of each exchange
        Title of each class                        on which registered
        -------------------                       ---------------------
               None                                   Not Applicable
------------------------------------      ---------------------------------

Securities registered pursuant to Section 12(g) of the Act:
               Common Stock, par value $1 per share and
                common stock rights coupled therewith.
---------------------------------------------------------------------------
                             (Title of Class)

Indicate by check mark whether the Registrant (1) has filed all reports 
required 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 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.
                            -------
Approximate aggregate market value of voting stock held by non-affiliates 
of Registrant:  $229,497,844 (based on closing price as of February 29, 
1996)

Number of shares outstanding of only class of Registrant's common stock as 
of February 29, 1996:  $1 par value common - 6,464,728

Documents incorporated by reference:
Portions of Registrant's Proxy Statement for use in connection with the 
Annual Meeting of Shareholders to be held on May 8, 1996, is incorporated 
by reference into Part III of this report, to the extent set forth therein, 
if such Proxy Statement is filed with the Securities and Exchange 
Commission on or before April 30, 1996.  If such Proxy Statement is not 
filed by such date, the information required to be presented in Part III 
will be filed as an amendment to this report.  The exhibits for this Form 
10-K are listed in Item 14.



                                   PART I.

ITEM 1. BUSINESS.

Seafield Capital Corporation (Seafield or Registrant), was organized in 
Missouri as BMA Properties, Inc. in 1974 as a 100% owned subsidiary of 
Business Men's Assurance Company of America (which was incorporated in 
1909).  In 1988, BMA Properties, Inc. was renamed BMA Corporation, and on 
June 1, 1988, became the parent company.  Registrant changed its name in 
1991 from BMA Corporation to Seafield Capital Corporation.  Registrant is a 
holding company whose subsidiaries operate primarily in the healthcare and 
insurance services areas.  Registrant implemented this new strategic 
business focus after the insurance operations were sold during 1990.  
Various operating subsidiaries of Registrant provide risk-appraisal 
laboratory testing services to the insurance industry, clinical testing 
services to the healthcare industry, and comprehensive cancer treatment 
management.  In addition, Seafield has investments in early-stage 
healthcare services companies.  Seafield, either directly or through 
subsidiaries, also holds interests in energy investments, marketable 
securities and real estate.  Seafield had 18 employees as of December 31, 
1995.  None of the employees is represented by a labor union and Seafield 
believes its relations with employees are good.  See Item 7 and Note 6 of 
Notes to Consolidated Financial Statements for additional segment 
information.

                    *             *             *

The following list shows the Registrant and each subsidiary corporation of 
which Registrant owns a majority interest, together with the ownership 
percentage and state or country of incorporation.

SEAFIELD CAPITAL CORPORATION  (Missouri)
     LabOne, Inc.  (Delaware)                                           82%
         Lab One Canada Inc.  (Canada)                                 100%
     Response Oncology, Inc.  (Tennessee)                               56%
     Pyramid Diagnostic Services, Inc.  (Delaware)                      74%
     BMA Resources, Inc.  (Missouri)                                   100%
     Scout Development Corporation  (Missouri)                         100%
         Scout Development Corporation of New Mexico  (Missouri)       100%
         Carousel Apartment Homes, Inc.  (Georgia)                     100%




                              INSURANCE SERVICES

The following businesses are considered to be in the insurance services 
segment:  LabOne, Inc. (insurance segment), Agency Premium Resource, Inc. 
(APR), and International Underwriting Services, Inc. (IUS).  APR and IUS 
were sold during 1995.

LABONE, INC.

The Registrant's laboratory testing activities are conducted through 
LabOne, Inc. (LabOne), a subsidiary which was 82% owned by the Registrant 
and 18% publicly held at December 31, 1995.  LabOne is a publicly-traded 
stock (NASDAQ-LABS).  LabOne, together with its wholly-owned subsidiary Lab 
One Canada Inc. (hereinafter collectively referred to as LabOne), is the 
largest provider of laboratory services to the insurance industry in the 
United States and Canada.  In 1994, LabOne expanded its testing offerings 
to include the clinical and substance abuse markets.  LabOne provides high-
quality laboratory services to insurance companies, physicians and 
employers nationwide.

LabOne provides risk-appraisal laboratory services to the insurance 
industry.  The tests performed by LabOne are specifically designed to 
assist an insurance company in objectively evaluating the mortality and 
morbidity risks posed by policy applicants.  The majority of the testing is 
performed on specimens of individual life insurance policy applicants.  
LabOne also provides testing services on specimens of individuals applying 
for individual and group medical and disability policies. 

LabOne also provides clinical testing services to the healthcare industry 
to aid in the diagnosis and treatment of patients.  Additionally, LabOne is 
certified by the Substance Abuse and Mental Health Services Administration 
(SAMHSA) to perform substance abuse testing services for federally 
regulated employers and is currently marketing these services throughout 
the country to both regulated and nonregulated employers.  See the 
Healthcare Segment following for additional information regarding LabOne's 
clinical and substance abuse testing services.

LabOne's Insurance Applicant Testing Services

In order to establish the appropriate level of premium payments or to 
determine whether to issue a policy, an insurance company requires 
objective means of evaluating the insurance risk posed by policy 
applicants.  Because decisions of this type are based on statistical 
probabilities of mortality and morbidity, an insurance company generally 
requires quantitative data reflecting the applicant's general health.  
Standardized laboratory testing, tailored to the needs of the insurance 
industry and reported in a uniform format, provides an insurance company 
with an efficient means of evaluating the mortality and morbidity risks 
posed by policy applicants.  The use of standardized urinalysis and blood 
testing has proven a cost-effective alternative to individualized physician 
examinations, which utilize varying testing procedures and reports.

Standardized laboratory testing can also be used to verify responses on a 
policy application to such questions as whether the applicant is a user of 
tobacco products, certain controlled substances or certain prescription 
drugs.  Insurance companies generally offer a premium discount for 
nonsmokers and often rely on testing to determine whether an applicant is a 
user of tobacco products.  Cocaine use has been associated with increased 
risk of accidental death and cardiovascular disorders, and as a result of 
the increasing abuse in the United States and Canada, insurance companies 
are testing a greater number of policy applicants to detect its presence.  
Therapeutic drug testing also detects the presence of certain prescription 
drugs that are being used by an applicant to treat a life-threatening 
medical condition that may not be revealed by a physical examination.

LabOne's insurance testing services consist of certain specimen profiles 
that provide insurance companies with specific information that may 
indicate liver or kidney disorders, diabetes, the risk of cardiovascular 
disease, bacterial or viral infections and other health risks. LabOne also 
offers tests to detect the presence of antibodies to human immunodeficiency 
virus (HIV), nicotine, cocaine and certain medications associated with 
life-threatening medical conditions that may not be revealed by a routine 
physical examination.

Insurance specimens are normally collected from individual insurance 
applicants by independent paramedical personnel using LabOne's custom-
designed collection kits and containers.  These kits and containers are 
delivered to LabOne's laboratory via overnight delivery services or mail, 
coded for identification and processed according to each client's 
specifications.  Results are generally transmitted to the insurance 
company's underwriting department that same evening.

The following table summarizes LabOne's revenues from services provided to 
the insurance and healthcare (clinical and substance abuse testing) 
markets:

                                    Year ended December 31,
                              1995             1994            1993       
                           ------------    ------------    ------------ 
                                     (Dollars in thousands)

Insurance                  $ 52,544  92%    $ 60,260  99%   $ 69,378  100%
Healthcare                    4,485   8%         466   1%        --     0%
                             ------           ------          ------
   Total                   $ 57,029         $ 60,726        $ 69,378
                             ======           ======          ======
                            

LabOne - Operations

LabOne's operations are designed to facilitate the testing of a large 
number of specimens and to report the results to its clients, generally 
within 24 hours of receipt of specimens.  

LabOne has internally developed, custom-designed laboratory and business 
processing systems.  These systems enable each client company to customize 
its own testing and reflex requirements by several parameters to satisfy 
its particular needs.  It is a centralized network system that provides an 
automated link between LabOne's testing equipment, data processing 
equipment and the client's computer systems.  This system offers LabOne's 
clients the ability to customize their testing activities to best meet 
their needs.

LabOne, as the result of the number of tests it has performed over the past 
several years, has compiled and maintains a large statistical database of 
test results.  These summary statistics are useful to the actuarial and 
underwriting departments of an insurance client in comparing that client's 
test results to the results obtained by LabOne's entire client base.  
Company-specific and industry-wide reports are frequently distributed to 
clients on subjects such as coronary risk analysis, cholesterol and drugs 
of abuse.  

LabOne considers the confidentiality of its test results to be of primary 
importance and has established procedures to ensure that results of tests 
remain confidential as they are communicated to the client that requested 
the tests.

Substantially all of the reagents and materials used by LabOne in 
conducting its testing are commercially purchased and are readily available 
from multiple sources.

LabOne - Regulatory Affairs/Quality Improvement

The objective of the Regulatory Affairs/Quality Improvement department is 
to ensure that accurate and reliable test results are released to clients.  
This is accomplished by incorporating both internal and external quality 
assurance programs in each area of the laboratory.  In addition, quality 
assurance specialists share the responsibility with all LabOne employees of 
an ongoing commitment to quality and safety in all laboratory operations.  
Internal quality and education programs are designed to identify 
opportunities for improvement in laboratory services and to meet all 
required safety training and education issues.  These programs ensure 
reliable and confidential test results.

Procedure manuals in all areas of the laboratory help maintain uniformity 
and accuracy, and meet regulatory guidelines.  Tests on control samples 
with known results are performed frequently to maintain and verify accuracy 
in the testing process.  Complete documentation provides record keeping for 
employee reference and meets regulatory requirements.  All employees are 
thoroughly trained to meet standards mandated by OSHA in order to maintain 
a safe work environment.  Superblind(trademark) controls are used to 
challenge every aspect of service at LabOne.  Specimens requiring special 
handling are evaluated and verified by control analysis personnel.  A 
computer edit program is used to review and verify clinically abnormal 
results, and all positive HIV antibody and drugs of abuse records.

As an external quality assurance program, LabOne participates in a number 
of proficiency programs established by the College of American 
Pathologists, the American Association of Bioanalysts and the Centers for 
Disease Control.

LabOne is accredited by the College of American Pathologists and is 
licensed under the Clinical Laboratory Improvement Amendments (CLIA) of 
1988.  LabOne has additional licenses for HIV and substance abuse testing 
from the State of Kansas and all other states where such licenses are 
required. LabOne is certified by SAMHSA to perform testing to detect drugs 
of abuse in federal employees and in workers governed by federal 
regulations.

LabOne - Technology Development

The technology development department evaluates new commercially available 
tests and technologies or develops new assays and compares them to 
competing products in order to select the most accurate laboratory 
procedures.  Total technology development expenditures are not considered 
significant to LabOne as a whole.

LabOne - Sales and Marketing 

LabOne's client base currently consists primarily of insurance companies in 
the United States and Canada.  LabOne believes that its ability to provide 
prompt and accurate results on a cost-effective basis and its 
responsiveness to customer needs have been important factors in maintaining 
existing business.

All of LabOne's sales representatives for the insurance market have 
significant business experience in the insurance industry or clinical 
laboratory-related fields.  These representatives call on major clients 
several times each year, usually meeting with a medical director or vice 
president of underwriting.  An important part of LabOne's marketing effort 
is directed toward providing its existing clients and prospects with 
information pertaining to the actuarial benefits of, and trends in, 
laboratory testing.  LabOne's sales representatives and its senior 
management also attend underwriters' and medical directors' meetings 
sponsored by the insurance industry.

The sales representatives for the healthcare industry are experienced in 
that market and currently work in the geographic areas which they 
represent.  Marketing efforts are directed at insurance carriers, as well 
as self-insured companies and other organizations nationwide.

Substance abuse marketing efforts are primarily directed at Fortune 1000 
companies, occupational health clinics and third party administrators. 
LabOne's strategy is to offer quality service at competitive prices.  The 
sales force focuses on the ability of LabOne to offer multiple reporting 
methods, next flight out options, dedicated client service representatives 
and reporting of negative results before 8:00 a.m.

LabOne - Legislation and Regulation

In the past, legislation was introduced in several states that, if enacted, 
may restrict or ban all AIDS-related testing for insurance purposes in 
those states.  The introduction of legislation to restrict or ban all AIDS-
related testing does not ensure its passage into law.  There can be no 
assurance, however, that such legislation will not be enacted in the 
future.

A few states have enacted legislation or regulations which have had the 
effect of reducing or eliminating the volume of laboratory tests requested 
by medical insurers in those states.  It is likely that the trend will 
continue as more states enact legislation relating to health care and 
medical insurance.

The Food and Drug Administration (FDA) may exert broader regulatory control 
over LabOne's business and all testing laboratories.  The areas of possible 
increased control that could impact LabOne's business include (1) whether 
FDA premarket notification or clearance may be required for LabOne's 
continued commercial distribution and use of a blood and urine specimen 
collection kit, and (2) a draft FDA compliance policy guide stating that 
certain products routinely used by laboratories may require FDA approval or 
clearance.   See Item 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 
CONDITION AND RESULTS OF OPERATIONS - TRENDS.

LabOne - Competition

LabOne believes that the insurance laboratory testing market is 
approximately a $100 million industry.  LabOne currently controls over half 
the market, with three other main competitors, Osborn Laboratories, Inc., 
Clinical Reference Laboratory and GIB Laboratories, maintaining a majority 
of the remaining market.  The insurance laboratory testing industry 
continues to be increasingly competitive.  The primary focus of the 
competition has been on pricing.  This continued competition has resulted 
in a decrease in LabOne's average price per test.  It is anticipated that 
prices will continue to decline in 1996.

Although competition has dramatically increased in the past few years, 
LabOne has maintained its position as the market leader.  LabOne believes 
its leading position in the insurance laboratory testing market is due in 
part to its focused commitment of resources to the life and health 
insurance industry.  LabOne has continued to maintain its market leadership 
through the client relationships that it has developed over its 24-year 
history, its reputation for providing quality products and services at 
competitive prices, and its battery of tests which are tailored 
specifically to insurance companies' needs.

The clinical laboratory testing market is a $40 billion industry which is 
highly fragmented and very competitive.  LabOne faces competition from 
numerous independent clinical laboratories and hospital or physician owned 
laboratories.  Many of LabOne's competitors are significantly larger and 
have substantially greater financial resources than LabOne.  LabOne is 
currently working to establish a sound client base in this environment.

LabOne's business plan is to be the premier low-cost provider of high-
quality laboratory services to self-insured companies and insurance 
companies in the healthcare market.  LabOne feels that its superior quality 
and centralized, low-cost operating structure enables it to compete 
effectively in this market.

LabOne competes in the substance abuse testing market nationwide.  LabOne's 
major competitors are the three major clinical chains, LabCorp, Corning 
Clinical Laboratories and Smith Kline Beecham Laboratories, who 
collectively constitute approximately two-thirds of the substance abuse 
testing market.

LabOne - Foreign Markets

In 1977, LabOne opened Head Office Reference Laboratory Limited, a 
subsidiary, in Toronto, Canada.  During 1994, LabOne consolidated all 
Canadian laboratory testing into the Kansas laboratory.  In 1995, the name 
was changed to Lab One Canada, Inc., and LabOne continues to market 
insurance testing services to Canadian clients, with laboratory testing 
performed in the United States.

The following table summarizes the revenue, profit and assets applicable to 
LabOne's domestic operations and its subsidiary, Lab One Canada, Inc.


                                        Year ended December 31,
                                    1995         1994          1993
                                    ----         ----          ----
                                           (In millions)

Sales:
   United States                   $50.8         $53.0         $59.8 
   Canada                            6.2           7.7           9.6

Operating Profit:
   United States                     2.1           5.8          14.1
   Canada                            0.3           1.1           2.6

Identifiable Assets:
   United States                    64.4          71.3          75.9
   Canada                            5.7           5.5           5.2


LabOne - Employees

As of March 1, 1996, LabOne had 509 full-time employees, representing a 
decrease of 49 employees from the same time in 1995.  None of LabOne's 
employees is represented by a labor union.  LabOne believes its relations 
with employees are good.

AGENCY PREMIUM RESOURCE, INC.

Agency Premium Resource, Inc. (APR) is an insurance premium finance company 
serving independent insurance agents.  APR provides premium financing for 
the commercial customers of these independent insurance agents. On May 31, 
1995, Seafield sold APR.  See Item 7 and Note 1 to Consolidated Financial 
Statements for additional information.

INTERNATIONAL UNDERWRITING SERVICES, INC.

International Underwriting Services, Inc. (IUS) offers turnkey policyholder 
and underwriting services. This subsidiary operates only within the life 
and health insurance industry and provides some or all of the following 
services to its customers: product design, underwriting of applicants, 
policy issuance, policy service, premium collection and payment of 
commissions. On July 17, 1995, Seafield sold IUS.  See Item 7 and Note 1 to 
Consolidated Financial Statements for additional information.


                              HEALTHCARE SERVICES

The following operating businesses are considered to be in the healthcare 
services segment: Response Oncology, Inc., LabOne, Inc. (healthcare 
segment) and Pyramid Diagnostic Services, Inc.

RESPONSE ONCOLOGY, INC.

The Registrant owns approximately 56% of Response Oncology, Inc. 
(Response).  On November 2, 1995, Response changed its name from Response 
Technologies, Inc.  Response's common stock trades on the NASDAQ National 
Market System under the symbol ROIX.

Response is a comprehensive cancer management company.  Response provides 
advanced cancer treatment services under the direction of over 350 
independent oncologists; manages the practices of oncologists with whom 
Response has affiliated; and conducts clinical cancer research on behalf of 
pharmaceutical manufacturers.

Response - Cancer Treatment Services

Response provides advanced cancer treatments and related services, 
principally on an outpatient basis, through its IMPACT(registered 
trademark) (IMPlementing Advanced Cancer Treatments) Centers.  Each IMPACT 
Center provides its Medical Directors/Cancer Specialists with a fully 
integrated delivery system for implementation of advanced cancer protocols.  
As of February 15, 1996, Response owned or operated in joint ventures with 
hospitals, 43 IMPACT Centers in 21 states, providing advanced treatment 
capabilities and facilities to over 350 medical oncologists.  Commencing in 
1995, Response shifted its emphasis from wholly-owned IMPACT Centers 
typically located away from hospitals in close proximity to suburban 
oncology practices to joint ventures with hospitals which provide the 
physical facilities wherein the IMPACT Center is operated.

Each IMPACT Center is staffed by experienced oncology nurses, pharmacists, 
laboratory technologists, and other support personnel to deliver outpatient 
services under the direction of private practicing oncologists.  IMPACT 
Center services include preparation and collection of stem cells, 
administration of high-dose chemotherapy, reinfusion of stem cells and 
delivery of broadbased supportive care.  IMPACT Center personnel extend the 
support mechanism into the patient's home, further reducing the dependence 
on hospitalization.  The advantages of this system to the physician and 
patient include (i) convenience of the local treatment facility; (ii) 
specialized on-site laboratory and pharmacy services, including home 
pharmacy support; (iii) access to Response's clinical trials program to 
provide ongoing evaluation of current cancer treatment; (iv) specially 
trained medical and technical staff; (v) patient education and support 
materials through computer, video and staff consultation; and (vi) 
reimbursement assistance.

Response - Oncology Practice Management Services

Response announced during the year ended December 31, 1995, its plans to 
engage in physician practice management within the specialty of medical 
oncology and hematology.

On January 2, 1996, Response acquired the assets of, and entered into a 
long-term management services agreement with Oncology Hematology Group of 
South Florida, P.A. (the Group).  The Group, consisting of nine physicians, 
is located on the campus of Baptist Hospital in Miami, Florida.  Under the 
management services agreement, Response receives a management fee to manage 
the non-medical aspects of the practice and to coordinate practice 
enhancement opportunities with the physicians.  Improvements are expected 
through a professional focus on management and managed care relationships, 
economies of scale, and the addition of new services.  The Group is 
Response's first physician group under such a practice management 
relationship.

As of February 15, 1996, Response had announced the receipt of two 
additional non-binding letters of intent for physician practice management 
relationships, and that it was in early negotiations with several 
additional groups.

In late 1995, Response contracted with an independent physician association 
of oncologists in Palm Beach, Broward, Dade and Monroe Counties in South 
Florida for the purpose of marketing the services of such oncologists to 
managed care organizations.

Response - Cancer Research Services

Response also utilizes its database to provide various types of data to 
pharmaceutical companies regarding the use of their products.  The IMPACT 
Center network and Response's database make Response ideally suited to this 
process.  Response is currently participating in several projects with 
pharmaceutical manufacturers to furnish data in connection with FDA 
applications for post-FDA approval marketing studies.  Revenue from these 
contracts helps to underwrite Response's clinical trials expenses.  Such 
relationships with pharmaceutical companies may allow Response earlier 
access to drugs and therapies.

Response - Competition

As a result of growing interest among oncologists and the more widely 
recognized efficacy of high-dose chemotherapy treatments, the competitive 
environment in the field is starting to heighten.  Most community hospitals 
with a commitment to cancer treatment are evaluating their need to provide 
high-dose treatments, and other entities are competing with Response in 
providing high-dose services similar to those offered by Response.

Such competition has long been contemplated by Response, and is indicative 
of the evolution of this field.  While Response believes that the demand 
for high-dose chemotherapy services is sufficiently large to support 
several significant providers of these services, it is subject to 
increasing competitive risks from these entities.

In addition, Response is aware of at least two competitors specializing in 
the management of oncology practices, and several healthcare companies with 
established operating histories and significantly greater resources than 
Response are also providing at least some management services to 
oncologists.  There are certain other companies, including hospitals, large 
group practices, and outpatient care centers, that are expanding their 
presence in the oncology market and may have access to greater resources 
than Response.  Furthermore, organizations specializing in home and 
ambulatory infusion care, radiation therapy, and group practice management 
compete in the oncology market.

Response's revenue depends on the continued success of its affiliated 
physician groups.  These physician groups face competition from several 
sources, including sole practitioners, single and multi-specialty groups, 
hospitals and managed care organizations.

Response - Government Regulation

Response's services are subject to federal and state licensing requirements 
in each of the states in which it operates.  In order to maintain such 
licensure, Response must comply with applicable regulations and is subject 
to periodic compliance inspections by healthcare regulators.  Response is, 
to the best of management's knowledge, in compliance with applicable state 
and federal licensing requirements.

The law regulating healthcare providers varies among states.  Accordingly, 
Response approaches its network expansion on a state by state basis in 
order to determine whether the institution and operation is feasible under 
the laws of the target state.  Healthcare regulation is a rapidly evolving 
area of law.  There can be no assurance that Response's ability to open or 
operate its treatment facilities will not be adversely affected by changes 
in applicable federal or state law (such as certificate of need laws) or by 
administrative interpretation of existing law.

Some protocols which Response may desire to implement may be subject to 
regulatory approval by the Food and Drug Administration (FDA) due to the 
drugs or combination of drugs used in the protocols.  In most instances, 
such approval will be sought by manufacturers of the drugs; however, 
Response may occasionally participate in such an approval process.

The majority of patients referred to the Centers are covered by a third 
party insurer.  Response receives very little of its revenue from Medicare 
since patients eligible for Medicare generally are not medically eligible 
by virtue of their age for high-dose treatment protocols.

Response believes that its method of compensating its Medical Directors 
complies with the federal Medicare anti-kickback law and the Stark self-
referral law and similar state regulations.  Such regulations at the 
federal level prohibit any form of compensation to physicians intended to 
induce the referral of Medicare or Medicaid patients and the referral of 
such patients to an entity for designated health services in which the 
physician has a financial relationship.  Certain states have enacted 
broader regulations precluding such referrals with respect to non-Medicare 
and Medicaid payers.  Response believes that it has structured its 
compensation arrangements with its Medical Directors pursuant to federal 
"safe harbor" regulations, and in compliance with applicable state 
regulations.  However, there can be no assurance that future government 
regulations will not impact Response's compensation arrangements with its 
Medical Directors.  Response would attempt to restructure its Medical 
Director payments in a manner which complies with any future regulation.

Response - Business History and Past Operations

Response was incorporated in Tennessee in 1984.  In fiscal 1989, after 
Response had suffered losses since incorporation of over $30 million, 
Response adopted a plan of restructuring and reorganization of its business 
operations away from patient-funded research activities to the development 
and operation of outpatient cancer centers specializing in technology 
advanced cancer treatment programs for oncologists.

Response - Liability Exposure

Like all companies operating in the healthcare industry, Response faces an 
inherent risk of exposure to liability claims.  While Response has taken 
what it believes to be appropriate precautions, there can be no assurance 
that it will avoid significant liability exposure.  Response has obtained 
liability insurance, but there can be no assurance that it will be able to 
continue to obtain coverage at affordable rates or that such coverage will 
be adequate in the event of a successful liability claim.  Since inception, 
Response has not incurred any professional or general liability claims or 
losses, and as of December 31, 1995, Response was not aware of any pending 
claims.

Response - Employees

As of February 15, 1996, Response employed approximately 340 persons, 
approximately 309 of whom were full-time employees.  The employees are not 
covered by any collective bargaining agreements.  Response believes that 
its labor relations are good.

LABONE, INC.

LabOne provides clinical testing services to the healthcare industry to aid 
in the diagnosis and treatment of patients.  LabOne has established a 
network of LabOne Service Centers (LSCs) for the collection of specimens 
for testing.  Additionally, LabOne has contracted with hospitals, clinics, 
parameds and occupational medical facilities nationwide to collect 
specimens for LabOne.

LabOne is certified by the Substance Abuse and Mental Health Services 
Administration (SAMHSA) to perform substance abuse testing services for 
federally regulated employers and is currently marketing these services 
throughout the country to both regulated and nonregulated employers.  
LabOne's rapid turnaround and multiple testing options help clients reduce 
downtime for affected employees and meet mandated drug screening 
guidelines.  

LabOne's Clinical Patient Testing

LabOne's clinical testing services are provided to the healthcare industry 
to aid in the diagnosis and treatment of patients.  LabOne operates only 
one highly automated and centralized laboratory, which has significant 
economic advantages over other conventional laboratory competitors.  LabOne 
markets its clinical testing services to the payers of healthcare--
insurance companies and self-insured groups through Lab Card(trademark), a 
Laboratory Benefits Management (LBM) program.

The Lab Card Program provides laboratory testing at a reduced rate as 
compared to traditional laboratories.  It uses a unique benefit design that 
shares the cost savings with the patient, creating an incentive for the 
patient to help direct laboratory work to LabOne.  Under the Program, the 
patient incurs no out-of-pocket expense when the Lab Card is used, and the 
insurance company or self-insured group receives substantial savings on its 
laboratory charges.

LabOne began offering laboratory testing services to the healthcare 
industry in May 1994.  Clinical laboratory tests generally are requested by 
physicians and other health care providers to diagnose and monitor diseases 
and other medical conditions through the detection of substances in blood 
and other specimens.  Laboratory testing is generally categorized as either 
clinical testing, which is performed on bodily fluids including blood and 
urine, or anatomical pathology testing, which is performed on tissue.  
Clinical and anatomical pathology tests are frequently performed as part of 
regular physical examinations and hospital admissions in connection with 
the diagnosis and treatment of illnesses.  The most frequently requested 
tests include blood chemistry analyses, blood cholesterol level tests, 
urinalyses, blood cell counts, PAP smears, and AIDS-related tests.

Clinical specimens are collected at LabOne's approved network of draw sites 
or at the physician's office.  LabOne's couriers pick up the specimens and 
deliver them to local airports for express transport to the Kansas 
laboratory.  Specimens are coded for identification and processed.  
LabOne's testing menu includes the majority of tests requested by its 
clients.  Tests not performed in-house are sent to reference laboratories 
for testing and results are entered into LabOne's computer system along 
with all other completed results.

In 1994, LabOne signed an agreement with PCS Health Systems (PCS), a 
subsidiary of Eli Lilly, to market an integrated and fully managed system 
of laboratory testing and administration services for payers and health 
plans throughout the United States.  The result of this agreement is a 
program called Lab Card, which offers both payers and the covered 
population substantial cost savings on high-quality laboratory testing 
services.  Lab Card utilizes PCS' point of service, real-time eligibility 
verification system.  The laboratory testing is performed at LabOne's 
centralized testing facility in Kansas.

LabOne's Substance Abuse Testing Services

LabOne has provided quality substance abuse testing results to the 
insurance industry for over 20 years. Certification by SAMHSA enables 
LabOne to offer these services to the entire market including federally 
regulated industries. LabOne began offering substance abuse testing 
services to the broader market in April 1994.

Specimens for substance abuse testing are typically collected by 
independent agencies who use LabOne's forms and collection supplies.  
Specimens are sealed with bar-coded, tamper-evident seals and shipped 
overnight to LabOne.  Automated systems monitor the specimens throughout 
the screening and confirmation process.  Negative results are available 
immediately after testing is completed.  Initial positive specimens are 
verified by the gas chromatography/mass spectrometry method and results are 
generally available within 24 hours.  Results are then transmitted 
electronically to the client's secured computer, printer or fax machine.

PYRAMID DIAGNOSTIC SERVICES, INC.

The Registrant acquired a 52% ownership position in Pyramid Diagnostic 
Services, Inc. (Pyramid) in 1992.  The original $4 million purchase price 
included newly-issued shares, thereby providing expansion financing to 
Pyramid.  Pyramid ultimately expanded to nine pharmacies which distributed 
radiopharmaceuticals and related services to nuclear medicine departments, 
clinics and hospitals. During 1993, Registrant acquired an additional 18% 
ownership position for $332,000.  In 1994, Registrant's ownership increased 
by 5% (ownership totaled 74%) with a $l million investment. 

Pyramid entered bankruptcy proceedings in early October 1995 as a result of 
an adverse $6 million judgment entered in a lawsuit against Pyramid.  
Pyramid's bankruptcy proceedings are expected to be finalized in 1996.  The 
impact on Registrant's results of operations was the September 1995 write-
off of Registrant's investment in Pyramid by recording a pre-tax expense of 
approximately $3.3 million and a corresponding tax benefit of $2.1 million 
resulting in an after-tax $1.2 million charge to earnings.  See Item 7 and 
Note 1 of Notes to Consolidated Financial Statements for additional 
information.


                                OTHER BUSINESSES

BMA RESOURCES, INC.

BMA Resources, Inc. (Resources) holds the Registrant's energy investments.  
No new energy investments are being made, and it has been the Registrant's 
intent to maximize cash flow from Resources to be deployed in healthcare 
and insurance services.  The investments include oil and gas working 
interests, oil and gas partnerships and a stock investment in an 
unconsolidated affiliate.  The oil and gas primarily consists of 
partnership interests in Texas gulf coast oil and gas wells and leasehold 
interests.  Resources has an approximate 35% equity interest in Syntroleum, 
Inc. which owns a patented process to convert natural gas into heavier 
hydrocarbons, including fuels and industrial waxes.  With a completed proof 
of concept, Syntroleum is pursuing commercialization of the process.

TENENBAUM & ASSOCIATES, INC.

Tenenbaum & Associates, Inc. (TAI) was a full service real estate, personal 
property and sales and use tax consulting firm providing tax consulting 
services on a contingency basis.  TAI's core business was commercial real 
estate.

On May 31, 1995, TAI sold certain assets to Ernst & Young U.S. LP.  TAI 
retained its accounts receivable as of May 31, 1995.  The agreement 
provides for Ernst & Young to continue the work-in-process on current 
accounts (where formal or informal tax valuation protests have been filed 
but not yet resolved).  Ernst & Young will earn a fee for collecting the 
current accounts and will participate in net cash collected on certain 
accounts after third party costs and Ernst & Young's fees.  During June 
1995, TAI distributed its remaining assets to shareholders and filed for 
dissolution.


                          DISCONTINUED OPERATIONS

REAL ESTATE

The Registrant holds real estate through a wholly-owned subsidiary, Scout 
Development Corporation.  Real estate holdings as of December 31, 1995 
consisted of approximately 1,200 acres of partially developed and 
undeveloped land in seven locations, three residential development 
projects, a multi-story parking garage and a community shopping center.  
Real estate assets are located in the following states:  Florida, Kansas, 
Nevada, New Mexico, Oklahoma, Texas, and Wyoming, all of which are listed 
for sale.

During 1992, the Registrant's board of directors approved a plan for the 
discontinuance of real estate operations.  Management observed that the 
overall real estate environment indicated continuing signs of weakness.  
After reviewing sales activity and appraisals in 1992, the Registrant 
believed it was an appropriate time to discontinue real estate operations 
and sell the remaining real estate assets as soon as practicable.  See Item 
7 and Note 13 of the Notes to Consolidated Financial Statements for 
additional information on discontinued real estate operations.

The location and use of each majority owned property is listed in Schedule 
III.  In addition, the Registrant has a 49.9% investment in a joint venture 
that owns a shopping center in Gillette, Wyoming.

Only two properties, one of which is 100% owned and the 49.9% joint venture 
referenced above, are categorized as commercial properties.  Registrant's 
net asset value of these two projects at December 31, 1995 was $1.9 
million.

The 100% owned commercial property consists of an 850-space parking garage 
located in downtown Reno, Nevada.  The building contains a total of 144,500 
square feet of leasable parking space.  Parking revenue totaled 
approximately $744,000 or $875 per space or $5.15 per square foot in 1995.  
In addition, 8,258 square feet located on the ground floor of the garage is 
leased to a retail tenant under a 15-year lease.  Revenue from the retail 
lease during 1995 was $133,800 or $16.20 per square foot.  In addition to 
basic rent, the retail tenant is responsible for its prorata share of real 
estate taxes and insurance.  During 1995, $5,200 was collected from the 
retail tenant for taxes and insurance.

The joint venture commercial property consists of a retail shopping center 
containing approximately 163,000 square feet of net leaseable area.  At the 
end of 1995, the center was 75% occupied.  Rental revenue totaled $686,000 
for 1995.  The average annual gross rental per occupied square foot was 
$6.10.  In addition to rental revenue, tenants are responsible for their 
share of common area maintenance (CAM).  During 1995, CAM collections from 
tenants totaled $77,000.

Information regarding real estate debt is summarized in Note 13 of the 
Notes to Consolidated Financial Statements.  The detailed information is as 
follows:

                                                               Balance at
      Property             Description   Rate    Maturity       12-31-95
--------------------------------------------------------------------------
                                                             (In thousands)
Gillette, WY shopping center   IRB       7.750%    2016         $ 6,300
Olathe, KS vacant land       Mortgage    8.625%    1997           1,289
                                                                 ------
    Total                                                       $ 7,589
                                                                 ======

In management's opinion, the real estate properties are adequately covered 
by insurance with coverages for real and personal property, commercial 
general liability, commercial crime, garagekeepers legal liability, 
earthquake, flood, windstorm and hail.



ITEM 2.  PROPERTIES.

Properties of Registrant

Registrant has a long-term lease for approximately 13,674 square feet of 
office space at 2600 Grand Boulevard in the Crown Center complex in Kansas 
City, Missouri.  This lease is for a ten year term which began April 1, 
1992.  Registrant's real estate subsidiary holds diversified types of 
properties for sale or investment purposes in various geographical 
locations.  In certain cases, projects were developed on a joint venture 
basis with one or more joint venture partners.  Title to property in such 
cases may be held jointly with such partners or in the name of the venture.  
Rights and obligations with respect to such properties are governed by the 
terms of the joint venture agreement.  Registrant's real estate is 
described in greater detail in Items 1, 7 and Schedule III.  The Registrant 
and subsidiaries lease office space, equipment, land and buildings under 
various noncancelable leases that expire over the next several years.  See 
Note 8 of the Notes to Consolidated Financial Statements for additional 
information.



ITEM 3.  LEGAL PROCEEDINGS.

Seafield received a notice during 1992 of proposed adjustments from the 
Internal Revenue Service (IRS) with respect to 1986-87 federal income 
taxes.  Later, the IRS determined to include 1988-90 as a part of its 
review.  In May 1995, the IRS issued a revised notice of proposed 
adjustments to 1986-87 taxes in response to Seafield's protest filed in 
1992.  This revised notice reduced the previously proposed tax of 
approximately $17 million to $13.5 million.  In June 1995, the IRS issued 
proposed adjustments to 1988-1989 federal income taxes.  Additional 
proposed taxes for these years are $182,000.  Also, during 1995 the IRS 
issued tentative proposed federal income tax adjustments for the 1990 year 
totaling approximately $16 million.  In early 1996, the IRS reduced the $16 
million tentatively proposed tax adjustments for the 1990 year to 
approximately $7 million.  The IRS has used these proposed increases in 
federal income taxes to deny Seafield a 1990 claim for refund of $7.6 
million.  Resolution of these matters is not expected during 1996.  
Seafield believes that it has meritorious defenses to many of the 
substantive issues raised by the IRS, and adequate accruals for income tax 
liabilities.

In 1986, a lawsuit was initiated in the Circuit Court of Jackson County, 
Missouri by Seafield's former insurance subsidiary (i.e., Business Men's 
Assurance Company of America) against Skidmore, Owings & Merrill ("SOM") 
which is an architectural and engineering firm, and a construction firm to 
recover costs incurred to remove and replace the facade on the former home 
office building.  Because the removal and replacement costs had been 
incurred prior to the sale of the insurance subsidiary, Seafield negotiated 
with the buyer for an assignment of the cause of action from the insurance 
subsidiary. Thus, any recovery will be for the benefit of Seafield and all 
costs incurred in connection with the litigation will be paid by Seafield.  
Any ultimate recovery will be recognized as income when received and would 
be subject to income taxes.  In September 1993, the Missouri Court of 
Appeals reversed a $5.7 million judgment granted in 1992 in favor of 
Seafield; the Court of Appeals remanded the case to the trial court for a 
jury trial limited to the question of whether or not the applicable statute 
of limitations barred the claim.  The Appeals Court also set aside $1.7 
million of the judgment originally granted in 1992.  A new trial is 
expected in the second quarter of 1996.  The only remaining defendant is 
SOM; settlement arrangements with other defendants have resulted in 
payments to plaintiff which have offset legal fees and costs to date of 
approximately $400,000.  None of the prior or future legal fees or costs 
are recoverable from the remaining defendant, even if the judgment in 
plaintiff's favor is ultimately upheld.  Future legal fees and costs can 
not reliably be estimated.

In 1988, a lawsuit was initiated in the United States District Court for 
the District of New Mexico against Seafield's former insurance subsidiary 
by Lyon Development Company and Jeanne Lyon, d/b/a Lyon and Associates 
Realty, its former partners in the Quail Run real estate project in Santa 
Fe, New Mexico.  The plaintiffs alleged that the project partnership 
agreement was improperly terminated, thus denying them an ongoing interest 
in the project, and the loss of their exclusive real estate brokerage 
arrangement.  The plaintiffs were seeking approximately $11 million in 
actual damages and unspecified punitive damages based upon alleged breaches 
of contract and fiduciary duty and economic compulsion.  After a trial in 
July 1994, the jury returned a verdict absolving Seafield of any liability.  
Subsequent to the trial, the judge awarded Seafield approximately $250,000 
in connection with marketing expenses which the plaintiffs were to have 
repaid, and approximately $64,000 in legal costs, with interest until paid.  
Total legal fees and costs incurred by Seafield and its former insurance 
subsidiary have aggregated approximately $3.6 million.  In February 1996, 
the United States Court of Appeals for the Tenth Circuit affirmed the 
jury's verdict in Seafield's favor, reversed the trial judge's award for 
marketing expenses, and affirmed the trial judge's award of legal costs.  A 
bond posted by one of the plaintiffs/counter defendants secures payment of 
the legal costs awarded by the trial judge and affirmed by the Court of 
Appeals.  Because the Quail Run project was retained by Seafield in 
connection with the sale of its former insurance subsidiary, Seafield 
defended the lawsuit under an indemnification arrangement with the 
purchaser of the former insurance subsidiary; all costs incurred and any 
judgments rendered in favor of the plaintiff have been and will be for the 
account of Seafield.

In the opinion of management, after consultation with legal counsel and 
based upon current available information, none of these lawsuits is 
expected to have a material adverse impact on the consolidated financial 
position or results of operations of Seafield.


ITEM 4.  SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS. 

None.


         EXECUTIVE OFFICERS OF REGISTRANT.

Following is a list of all executive officers of Registrant as of March 1, 
1996, together with certain related information. There are no arrangements 
or understandings among any such persons and any other persons pursuant to 
which any was selected as an officer.  All such persons serve at the 
discretion of the board of directors.
                                                        Served as Executive
                                                           Officer with
Name            Age    Position with Registrant           Registrant Since
---------------------------------------------------------------------------
S.K. Fitzwater   49   Vice President, Chief Accounting              1990
                      Officer and Secretary (see note 1 below)

W.T. Grant II    45   Chairman and Chief Executive Officer          1980
                      (see note 2 below)

P.A. Jacobs      54   President and Chief Operating Officer         1980
                      (see note 3 below)

J.R. Seward      43   Executive Vice President and                  1989
                      Chief Financial Officer (see note 4 below)
                      
J.T. Clark       39   President and Chief Executive Officer         1996
                      of Response Oncology, Inc.
                      (see note 5 below)

W.H. West, M.D.  48   Chairman of Response Oncology, Inc.         1993
                      (see note 6 below)

Except as noted below, each executive officer of Registrant has held the 
executive position noted with Registrant or similar positions with its 
former insurance subsidiary as his principal occupation for the last five 
years.

     1.  Steven K. Fitzwater has been Vice President and Chief Accounting
         Officer since August 1990.  On April 1, 1993, he assumed 
         the additional duties of Secretary of the Registrant.  Formerly, 
         he was Director of Financial Accounting.

     2.  William T. Grant II became Chairman of the Board and Chief 
         Executive Officer in May 1993.  He had been President and Chief 
         Executive Officer since 1986.  In October 1995, he also became the 
         Chairman, President and Chief Executive Officer of LabOne, Inc.
         He is the son of W.D. Grant and the brother-in-law of John C. 
         Gamble, both of whom are Directors of Registrant.

     3.  P. Anthony Jacobs became President and Chief Operating Officer in 
         May 1993.  He had been Executive Vice President and Chief 
         Operating Officer since 1990.

     4.  James R. Seward became Executive Vice President and Chief 
         Financial Officer in May 1993.  He had been Senior Vice President 
         and Chief Financial Officer since August 1990.

     5.  Response Oncology, Inc. (Response) is 56% owned by the 
         Registrant.  Effective February 1996, Registrant's board of 
         directors designated Joseph T. Clark as an Executive Officer of 
         Registrant because Response was determined to constitute a 
         principal business unit of Registrant and Mr. Clark became Chief 
         Executive Officer of Response in January 1996.  Mr. Clark is not a 
         corporate officer of Registrant.  Mr. Clark is President and Chief 
         Executive Officer of Response.  Prior to 1996, Mr. Clark served as 
         Response's President since February 1993.  Mr. Clark was formerly 
         the Executive Vice President and Chief Operating Officer of
         Response from May 1989 to February 1993 and Secretary of Response 
         from September 1988 to February 1993. 

     6.  Response Oncology, Inc. (Response) is 56% owned by the
         Registrant.  Effective February 1993, the Registrant's board of
         directors designated Dr. William H. West as an Executive Officer 
         of the Registrant because Response was determined to constitute a 
         principal business unit of the Registrant and Dr. West was then 
         Response's Chief Executive Officer.  Dr. West continues as 
         Chairman of the Board of Response, but after January 1996 is no 
         longer its Chief Executive Officer.  Dr. West is not a corporate 
         officer of the Registrant.  Prior to January 1993, Dr. West was 
         President and Chief Executive Officer of Response. 





                                   PART II. 

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED 
         STOCKHOLDER MATTERS. 

Registrant's common stock is traded in the national over-the-counter market 
and is listed in the NASDAQ National Market System maintained by the 
National Association of Securities Dealers.  As of February 28, 1996, the 
outstanding shares were held by 1,916 stockholders of record.  High and low 
sales prices for each quarter of 1995 and 1994 are included in the table of 
quarterly financial data in Note 14 of the Notes to Consolidated Financial 
Statements.  Also set forth in the table are quarterly dividends paid per 
share.  Registrant's payment of future dividends will be at the discretion 
of its board of directors and can be expected to be dependent upon a number 
of factors, including future earnings, financial condition, cash needs and 
general business conditions.  The dividend-paying capabilities of 
subsidiaries may be restricted as to their transfer to the parent company.



ITEM 6.  SELECTED FINANCIAL DATA

December 31,                 1995      1994      1993      1992      1991
--------------------------------------------------------------------------
                          (In thousands except share and per share amounts)
REVENUES                $  119,544   124,278   129,867   111,332    85,240
                           ===============================================

OPERATING EARNINGS
Earnings (loss) from
  continuing operations $     (748)   (1,872)    5,618     4,168     7,909
Loss from discontinued
  real estate operations    (6,600)   (2,904)      --     (7,214)   (2,464)
Gain on disposal of
  discontinued insurance
  operations                   --        --        --      4,265       --
Cumulative effect to
  January 1, 1992 of
  change in method of
  accounting for
  income taxes                 --        --        --      3,352       --
                           -----------------------------------------------
Net earnings (loss)     $   (7,348)   (4,776)    5,618     4,571     5,445
                           ===============================================

PER SHARE OF COMMON STOCK
Earnings (loss) from
  continuing operations $     (.12)     (.29)      .82       .55       .94
Loss from discontinued
  real estate operations     (1.02)     (.46)       --      (.95)     (.29)
Gain on disposal of
  discontinued insurance
  operations                    --        --        --       .56        --
Cumulative effect of
  accounting change             --        --        --       .44        --
                           -----------------------------------------------
Net earnings (loss)     $    (1.14)     (.75)      .82       .60       .65
                           ===============================================
Cash dividends          $     1.20      1.20      1.20      1.20      1.20
Book value              $    28.96     31.50     33.52     34.00     34.61

Average shares 
  outstanding            6,454,068           6,847,559           8,429,565
  during the year                  6,374,952           7,589,043      

Shares outstanding       6,461,061           6,733,245           7,727,850
  end of year                      6,378,261           6,706,165

Total assets            $  222,972   245,387   273,570   280,514   317,089
Long-term debt          $      --          8        18     1,013     2,902



ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS.

RESULTS OF OPERATIONS

Introductory remarks about results of operations

Seafield Capital Corporation (Seafield or Registrant) began a 
transformation process from an insurance company to a holding company with 
a new focus in late 1990.  Seafield's principal assets consisted of a 
majority ownership of LabOne, Inc., interests in several venture capital 
investments, a significant amount of cash, and real estate investments.  
The strategy of Seafield was deployment of resources into developing 
businesses that provide services to the healthcare and insurance 
industries.  The sources of cash for these investments were the proceeds 
from the sale of the insurance company, gains on securities transactions, 
the discontinuance of the real estate operations and the sale of other 
assets that did not support the strategic focus.


1995 Compared to 1994

Insurance Services Segment:

The following businesses are considered to be in the insurance services 
segment: risk-appraisal laboratory testing for the life and health 
insurance industries, underwriting and policy administration services and 
insurance premium finance services.

LabOne, Inc. (LabOne), an 82% owned subsidiary of Seafield, is a publicly-
traded company (NASDAQ-LABS).  LabOne changed its name from Home Office 
Reference Laboratory, Inc. in February 1994.  LabOne provides high-quality 
laboratory and substance abuse testing services to insurance companies, 
physicians and employers nationwide.

LabOne provides risk-appraisal laboratory services to the insurance 
industry.  The tests performed by LabOne are specifically designed to 
assist an insurance company in objectively evaluating the mortality and 
morbidity risks posed by policy applicants.  The majority of the testing is 
performed on specimens of individual life insurance policy applicants.  
Testing services are also provided on specimens of individuals applying for 
individual and group medical and disability policies.

LabOne's total revenues decreased approximately 6% in 1995 to $57 million 
from $60.7 million in 1994 due to decreases in insurance laboratory and kit 
revenue, partially offset by increases in healthcare (clinical and 
substance abuse testing) laboratory revenues.  Insurance laboratory 
revenues declined due to decreases in the volume and price of tests 
performed.  The total number of insurance applicants tested by LabOne 
during 1995 decreased 10% as compared to 1994. This decline was due to 
market competition, a reduction in the total number of life insurance 
applications written in the industry, and regulations restricting the use 
of laboratory testing for underwriting of medical insurance.  Average 
revenue per applicant declined 5% primarily due to a decrease in prices as 
a result of continued competitive pressures.  During the fourth quarter 
1994, LabOne initiated a price stabilization plan.  The purpose of the plan 
was to increase prices by promoting service.  The initial result of this 
action was a slight increase in the average revenue per applicant.  
However, prices subsequently declined during 1995.  

LabOne's total cost of sales increased $900,000 (3%) in 1995 as compared to 
the prior year.  This increase is due to increases in payroll and outside 
lab services related to clinical and substance abuse testing and LabOne 
Service Center (LSC) expenses.  LSC expenses increased due to the LSC 
expansion as well as a write-off for closing non-performing locations. 
These were partially offset by decreases in Lab One Canada expenses due to 
closing the laboratory in 1994.  Lab One Canada continues to market testing 
services with laboratory testing performed in the United States.

In September 1995, LabOne reduced staff by 7% resulting in additional 
expenses of $500,000.  The work force reduction was considered necessary to 
improve the cost structure of insurance testing operations and meet 
clients' requirements for lower cost laboratory services.  It is expected 
the annual savings from the reduction in staff and LSC locations will 
result in labor savings and reduced LSC operating expenses of $2.4 million.

LabOne's selling, general and administrative expenses decreased $100,000 in 
1995 as compared to the prior year primarily due to expenses related to the 
one-time restructuring charge of $1.6 million incurred in 1994. (See 1994 
Compared to 1993.) Depreciation and maintenance expenses also declined in 
1995.  These declines were partially offset by increases in commission, bad 
debt and third party billing expenses.  The above factors reduced LabOne's 
1995 insurance segment operating income by $1.3 million to $12.4 million.

Agency Premium Resource, Inc. (APR) is an insurance premium finance company 
serving independent insurance agents in 21 states.  APR provides premium 
financing for the commercial customers of these independent insurance 
agents. On May 31, 1995 Seafield sold APR receiving approximately $800,000 
in cash and $9.2 million in US Treasury Bills that matured in June 1995.  
In 1995, APR's revenues consolidated by Seafield decreased to $1.6 million 
from $3.7 million in 1994, reflecting the May 1995 sale of this subsidiary.  
Correspondingly, consolidated costs and expenses decreased to approximately 
$500,000 from $1.3 million in 1994.  Prior to the sale, APR had increased 
its securitized receivables by $1.5 million in 1995 compared with $4 
million in 1994.  See Notes 1 and 5 of Consolidated Financial Statements 
for additional information.

International Underwriting Services, Inc. (IUS), offers turnkey 
policyholder and underwriting services. This subsidiary operated only 
within the life and health insurance industry and provided some or all of 
the following services to its customers: product design, underwriting of 
applicants, policy issuance, policy service, premium collection and payment 
of commissions. On July 17, 1995, Seafield sold IUS receiving approximately 
$2.1 million in cash.  In 1995, IUS's revenues consolidated by Seafield 
decreased to $1.8 million from $3.3 million in 1994, reflecting the July 
1995 sale of this subsidiary.  Correspondingly, consolidated costs and 
expenses decreased to approximately $1.6 million from $3.2 million in 1994.  
See Note 1 to Consolidated Financial Statements for additional information.


Healthcare Services Segment:

The following businesses are included in the healthcare services segment:  
an integrated cancer management company, clinical and substance abuse 
laboratory testing services, and radiopharmaceuticals and related nuclear 
medicine services.

Response Oncology, Inc. (Response), a 56%-owned subsidiary of Seafield, is 
a publicly-traded company (NASDAQ-ROIX).  Response is an integrated cancer 
management company that offers patients a complete network of cancer care 
resources from the time of initial diagnosis.  Response positioned itself 
as a beneficiary of healthcare reform by (i) emphasizing cost-effective 
cancer treatments, primarily through the use of outpatient facilities and 
incorporation of the most recent technological advancements, and (ii) being 
a national healthcare provider focused on uniform delivery of complex 
cancer technologies in the management of potentially curable cancers.  
Response's commitment to its clinical trials program provides a mechanism 
to monitor treatment outcomes, improve future treatment regimens, and 
provide a means of objectively selecting patients most likely to benefit 
from such treatments.  Finally, Response's expanding national network of 
Centers facilitates relationships with the insurance industry to manage 
these intensive and complex therapies in a cost-effective manner.

At December 31, 1995, Response's network consisted of 27 wholly owned 
IMPACT Centers.  While fully staffed and equipped stand-alone IMPACT 
Centers are appropriate for many medical centers, other communities have 
hospitals with existing capacity in their outpatient cancer treatment 
centers, providing an alternative to the stand-alone IMPACT Center.  By 
joining the hospital's staff and facilities with Response's protocols, 
databasing and expertise, Response and such hospitals are able to jointly 
market and provide high-dose therapies.  At December 31, 1995, there were 
14 such hospital affiliate programs.  For hospital-affiliated Centers, 
Response offers two types of business structures.  The first structure 
entails a management relationship with the hospital whereby a management 
fee is paid to Response.  The second structure entails a joint ownership 
with the hospital of a newly created entity, whereby profits from the 
entity accrue to Response and the hospital.  Response anticipates that 
additional hospital-affiliate centers will become operational in 1996.

Response recorded net earnings of $2.3 million compared to a loss of $2.3 
million for the year ended December 31, 1994.  The significant improvement 
in operations in 1995 compared to 1994 is attributable to increased 
revenues from the increased referrals of high-dose chemotherapy patients, 
including the establishment of additional IMPACT Centers, principally in 
joint venture with hospitals, and the further development of physician 
investigator studies for the pharmaceutical industry.  Revenues increased 
$6 million, or 16%, from 1994 to 1995.  In addition to an approximate $2 
million increase in net revenues from services to patients to $33.6 million 
in 1995, sales of pharmaceuticals to physicians increased by $3.3 million 
to $9.8 million, and revenues from physician investigator studies in 1995, 
the first year of significant revenues generated from this source, amounted 
to $665,000.

Response's operating expenses increased $1.1 million or 4% from 1994 to 
1995.  Operating expenses consist primarily of payroll costs, 
pharmaceutical and laboratory expenses, medical director fees, rent expense 
and other operational costs.  These expenses are expected to display a high 
degree of variability in proportion to Center revenues.  Operating expenses 
as a percentage of net revenue were 74% and 83% for the years ended 1995 
and 1994, respectively.  This decrease is primarily attributable to 
operating efficiencies at higher levels of center activity and certain 
fixed operating expenses being spread over a larger revenue base.  
Response's lab and pharmacy expense, which represents the largest component 
of operating expenses, increased $1.7 million or 10% from 1994 to 1995.  
The increase is primarily due to an increase in patient referrals and 
pharmaceutical supply expense related to sales to physicians.  A reduction 
in medical director fees and other operating expenses of $528,000 was 
realized during 1995.

Response's general and administrative costs increased $1.2 million or 29% 
from 1994 to 1995.  Salaries and benefits, which represent the largest 
component of general and administrative expenses, were $3.3 million in 1995 
and $2.2 million in 1994.  The increase is primarily due to management 
incentive compensation relative to significant improvement in operations 
and general increases in salaries and benefits.  General and administrative 
costs as a percentage of net revenue were 12% and 11% in 1995 and 1994, 
respectively.

Response's depreciation expense decreased $140,000 from 1994 to 1995.  The 
decrease is primarily attributable to many prior capital expenditures 
becoming fully depreciated.  Amortization expense decreased $249,000 from 
1994 to 1995 due to the startup costs of many Centers being fully amortized 
after a two year operational period.  The provision for doubtful accounts 
decreased $422,000 from 1994 to 1995.  The provision as a percentage of net 
revenue was 5% and 7% for 1995 and 1994, respectively.  The decrease is 
attributable to a higher proportion of contracted patient accounts, 
improved collections performance and an increase in revenues from physician 
sales, hospital management fees, and contract research for which collection 
is more certain.  Collection experience in 1995 and 1994 may not be 
indicative of future periods.

LabOne expanded into the clinical laboratory testing market in May 1994.  
LabOne's clinical testing services are provided to the healthcare industry 
to aid in the diagnosis and treatment of patients.

LabOne's clinical and substance abuse laboratory testing revenues were $4.5 
million during 1995, as compared to $500,000 in 1994.  LabOne's total cost 
of sales for all services increased $900,000 (3%) in 1995 as compared to 
1994. This increase is due to increases in payroll, outside lab services 
related to clinical and substance abuse testing and LabOne Service Center 
(LSC) expenses.  LSC expenses increased due to the LSC expansion as well as 
a write-off for closing non-performing locations.  Healthcare cost of sales 
was $8.6 million during 1995, as compared to $4 million in 1994. Healthcare 
overhead expenses were $5.8 million during 1995, as compared to $3.1 
million in 1994.  LabOne's 1995 healthcare segment operating loss increased 
by $3.3 million to $9.9 million.

Another healthcare subsidiary, Pyramid Diagnostic Services, Inc. (Pyramid), 
incurred a loss of $768,000 for the first nine months of 1995 compared to a 
loss of $572,000 for the twelve months of 1994.  Pyramid entered bankruptcy 
proceedings in early October 1995 as a result of an adverse $6 million 
judgment entered in a lawsuit against Pyramid.  Pyramid's bankruptcy 
proceedings are expected to be finalized in 1996.  The impact on Seafield's 
results of operations was the September 1995 write-off of Seafield's 
investment in Pyramid by recording a pre-tax expense of approximately $3.3 
million and a corresponding tax benefit of $2.1 million resulting in an 
after-tax $1.2 million charge to earnings.  Included with the Pyramid 
write-off was $2.3 million of goodwill.  Seafield consolidated Pyramid's 
nine months 1995 revenues of $7.6 million compared to $6.4 million of 
revenues in 1994.  Expenses consolidated in 1995 were $7.7 million compared 
to $6.2 million in 1994.  See Note 1 of Notes to Consolidated Financial 
Statements for additional information.

Other Segment:

Seafield's oil and gas subsidiary contributed revenues of $2 million in 
1995 as compared to $3.1 million in 1994.  Variances in the oil and gas 
prices nationally impact operating results.  Additionally, various oil and 
gas partnerships production decreased in 1995.  

The other segment's revenues and expenses in 1995 and 1994 included the 
operating results of a real estate, personal property, sales and use taxes 
consulting subsidiary--Tenenbaum and Associates, Inc. (TAI).  On May 31, 
1995, TAI sold certain assets to Ernst & Young U.S. LP.  TAI retained its 
accounts receivable as of May 31, 1995.  The agreement provides for Ernst & 
Young to continue the work-in-process on current accounts (where formal or 
informal protests have been filed but not yet resolved).  Ernst & Young 
will earn a fee for collecting the current accounts and will participate in 
net cash collected on certain accounts after third party costs and Ernst & 
Young's fees.  During June 1995, TAI distributed its remaining assets to 
shareholders and filed for dissolution.  

Consolidated revenues in 1995 for TAI were $5.3 million compared to $8.9 
million in 1994 while TAI expenses consolidated in 1995 were $4.1 million 
compared to $9.2 million in 1994.  The decreases primarily reflect five 
months of operation in 1995 compared with twelve months in 1994.  See Note 
1 of Notes to Consolidated Financial Statements for additional information.

Investment Income - Net:

Other investments contributing earnings include venture capital and 
liquidity investments.  The return on short-term investments is included in 
the investment income line in the consolidated statements of operations.  
Investment income totaled $4.4 million in 1995 and $2.9 million in 1994.  
Investment income was lower in 1994 primarily resulting from approximately 
$2.2 million of unrealized holding losses recorded on trading securities 
that were impacted by interest rate changes.  See Notes 1 and 9 of Notes to 
Consolidated Financial Statements for additional investment information.

Taxes:

The consolidated effective tax rates were primarily impacted by tax 
benefits on subsidiary dispositions and non-deductibility of goodwill 
amortization. See Note 10 of Notes to Consolidated Financial Statements for 
additional tax information.

Other Income/(Loss):

The major components of other income/(loss) in 1995 included $1.1 million 
of losses on subsidiary dispositions and a $3.4 million provision for 
Pyramid's bankruptcy compared to $67,000 of other income in 1994. 

Consolidated Results:

The combined effect of the above factors resulted in a 1995 net loss from 
continuing operations of $748,000 compared with a $1.9 million net loss 
from continuing operations in 1994. 



1994 Compared to 1993

Insurance Services Segment:

LabOne's total revenues decreased approximately 12% in 1994 to $60.7 
million from $69.4 million in 1993, primarily due to a decrease in 
laboratory revenue.  Laboratory testing revenue decreased as the result of 
an 8% decrease in the number of applicants tested and a 7% decrease in the 
average revenue per applicant.  Average revenue per applicant decreased 
primarily due to a decrease in prices as a result of continued competitive 
pressures.  The total volume of applicants tested decreased primarily due 
to a decline in the number of life insurance applications written in the 
industry.  Insurance kit revenue decreased $900,000 due to lower sales 
volumes.

LabOne's total cost of sales decreased 3%, or $900,000 in 1994 from the 
prior year.  This is primarily due to decreases in insurance kit expenses, 
depreciation and amortization expense, and net postage expense.  Insurance 
kit expenses decreased due to the lower sales volumes.  These decreases 
were partially offset by increases in payroll and healthcare expansion  
expenses.

LabOne's total selling, general and administrative expenses increased $2.1 
million (9%) in 1994 due primarily to expenses related to the third quarter 
restructuring charge of $1.6 million, which includes charges for 
consolidating Canadian laboratory operations into the Kansas facility and 
for severance payments resulting from elimination of several insurance 
testing administrative positions.  These changes resulted in future annual 
cost savings of $1.7 million due to elimination of Canadian laboratory 
payroll and a reduction in depreciation and U.S. administrative payroll 
expenses.  The above factors reduced LabOne's 1994 insurance segment 
operating income by $3.2 million to $13.7 million.

APR's insurance premium finance services operations experienced continued 
growth in both profitability and volume of premiums financed in 1994.  New 
premium contracts financed totaled $74.8 million in 1994, a 22% increase 
from the $61.5 million financed in 1993.  The number of contracts written 
in 1994 was 13,409 compared to 10,277 in 1993.  In 1994, APR's revenues 
consolidated by Seafield increased to $3.7 million from $3.4 million in 
1993.  Consolidated APR costs and expenses in 1994 approximated 1993's  
$1.3 million.  In July 1993, APR entered into an extendible two-year 
agreement whereby it can sell undivided interests in a designated pool of 
accounts receivable on an ongoing basis.  As collections reduce accounts 
receivable in the pool, additional sales may be made up to the maximum.  
During 1994, the maximum allowable amount of receivables to be sold was 
increased to $30 million from $22 million.  At December 31, 1994, 
receivables sold totaled $23 million compared to $19 million at December 
31, 1993.  See Notes 1 and 5 of Notes to Consolidated Financial Statements 
for additional information regarding securitization of receivables.

IUS's underwriting and policy administration operating revenues increased 
by 63% in 1994.  IUS's 1994 revenues consolidated by Seafield increased to 
$3.2 million from $2 million in 1993.  Consolidated IUS costs and expenses 
increased to approximately $3.2 million from $2.6 million in 1993.  While 
new business development was positive, this subsidiary's 1994 loss 
approximated its 1993 loss.  Additional staffing costs were incurred for 
business that did not develop as anticipated. See Note 1 of Notes to 
Consolidated Financial Statements for additional information.


Healthcare Services Segment:

Response reported a net loss of $2.3 million in 1994 compared to net 
earnings of $700,000 in 1993.  Several specific factors contributed to the 
loss in 1994.  Response treated fewer candidates with metastatic breast 
cancer, many of whose clinical profiles indicated that they were not likely 
to sufficiently benefit from high-dose treatment.  Metastatic breast cancer 
patients have historically comprised a significant portion of Response's 
patient base.  Response believes that the use of its data to redirect poor 
risk patients from high-dose treatments is unprecedented in the field and 
will lead to more favorable relationships with third party payors.

One of Response's most active centers experienced a temporary downturn in 
utilization during the first half of the year.  Such undulations in 
activity among cancer practices are not uncommon, and the affected Center's 
operations returned to normal levels during the latter part of the year.

Response also experienced losses from special situations at several Centers 
which are not expected to recur.  The IMPACT Center in Dayton, Ohio ceased 
operations due to an unfavorable Certificate of Need ruling by the state.  
The Dayton Center had a net loss from operations of approximately $280,000 
during 1994.  The IMPACT Center of Atlanta, Georgia was converted to a 
hospital managed Center during 1994.  The operating loss from this Center 
was approximately $126,000 in 1994.  Response also realized a loss of 
$168,000 during the development stage of a Center in Seattle, Washington 
which did not open.  The loss primarily related to payroll costs for a 
nurse coordinator and an operating lease for space.  Newer Centers yielded 
total losses of $91,000 in 1994.

Response's revenues increased $555,000 or 1% from 1993 to 1994.  Patient 
referrals in 1994 failed to increase in line with Response's Center 
capacity due to Response's decision to discontinue treatment for certain 
metastatic breast cancer patients, resulting in a marginal increase in 
revenue.

Response's operating expenses increased $2 million or 7% from 1993 to 1994.  
Operating expenses as a percentage of revenues were 83% in 1994 and 79% in 
1993.  The increase in 1994 is primarily attributable to increases in 
pharmaceutical sales to physicians.  Response provides a wholesaler service 
to physicians; therefore, revenue from these sales has a lower margin than 
IMPACT Center revenue.  Physician sales were $6.5 million in 1994 and $4.3 
million in 1993.  Lab and pharmacy expense, which represents the largest 
component of operating expenses, increased $1.8 million or 12% from 1993 to 
1994.  The increase is primarily due to pharmaceutical supply expense 
related to sales to physicians.  In addition, increases in salaries and 
benefits from the hiring of Center coordinators at hospital affiliate 
programs and other operational personnel also contributed to the increase 
in operating expenses in 1994.

Response's general and administrative costs increased $1.4 million or 48% 
from 1993 to 1994.  Salaries and benefits, which represent the largest 
component of general and administrative expenses, were $2.2 million in 1994 
and $1.6 million in 1993.  General and administrative costs as a percentage 
of revenues were 11% in 1994 and 8% in 1993.  The increase in 1994 is due 
to greater investments in the corporate infrastructure, primarily medical 
and scientific management, during a period of minimal revenue growth.

Response's depreciation expense increased $371,000 from 1993 to 1994.  The 
increase is primarily attributable to capital expenditures related to the 
establishment of new Centers.  Amortization expense decreased $163,000 from 
1993 to 1994 due to the startup costs of many Centers being fully amortized 
after a two year operational period.  The provision for doubtful accounts 
increased $58,000 from 1993 to 1994.  The provision as a percentage of net 
revenue was 7% for both periods.  Significant bad debt recoveries were also 
experienced during 1993.  Response's collection experience in 1994 and 1993 
may not be indicative of future periods.

LabOne announced in 1993 its intentions to expand into the clinical 
laboratory testing market.  LabOne's clinical testing services are provided 
to the healthcare industry to aid in the diagnosis and treatment of 
patients.

LabOne's healthcare laboratory testing generated revenue of $500,000 during 
1994. Cost of sales expenses related to the healthcare expansion were $4 
million in 1994.  Selling, general and administrative expenses related to 
the healthcare expansion were $3.1 million in 1994.   LabOne's healthcare 
segment incurred an operating loss in 1994 of $6.7 million--the startup 
year of clinical and substance abuse testing operations.

Pyramid's nine pharmacies distributed radiopharmaceuticals and related 
services to nuclear medicine departments, clinics and hospitals.  Pyramid's 
revenues and expenses both increased approximately 100% in 1994 reflecting 
a doubling in the number of pharmacies.  Revenues were $6.3 million in 1994 
and $3.2 million in 1993 while expenses were $6.2 million in 1994 and $3.1 
million in 1993.  See Note 1 of Notes to Consolidated Financial Statements 
for additional information.

Other Segment:

Seafield's oil and gas subsidiary contributed revenues of $3.1 million in 
1994 as compared to $4.7 million in 1993.  After debt retirements in 1993, 
Seafield's cash flow from oil and gas investments was $800,000 in 1993 and 
$1.7 million in 1994.  On January 1, 1993, Seafield increased its ownership 
position from 50% to 79% in a real estate, personal property, sales and use 
taxes consulting firm.  Other revenues in 1994 and 1993 included $8.9 
million and $9.5 million, respectively, by the tax consulting firm.  Prior 
to 1993, this subsidiary was accounted for by the equity method.  See Note 
1 of Notes to Consolidated Financial Statements for additional information.

Investment Income - Net:

Other investments contributing earnings include venture capital and 
liquidity investments.  The return on short-term investments is included in 
the investment income line in the consolidated statements of operations.  
Investment income totaled $2.9 million in 1994, a decrease from $10.2 
million in 1993.  Investment income decreased as a result of $4.4 million 
in realized gains in 1993 when Seafield liquidated its position in a 
trading portfolio and approximately $2.2 million of unrealized holding 
losses recorded in 1994 on trading securities that were impacted by 
interest rate changes.  See Notes 1 and 9 of Notes to Consolidated 
Financial Statements for additional investment information.  

Taxes:

The consolidated effective tax rates in 1994 were primarily impacted by tax 
benefits not available for subsidiary losses and goodwill amortization. See 
Note 10 of Notes to Consolidated Financial Statements for additional tax 
information.

Other Income/(Loss):

The other income in 1994 was $67,000 which compared with a $2.4 million 
loss in 1993.  The 1993 loss primarily consisted of a $1.5 million 
provision for expected litigation costs.

Consolidated Results:

The combined effect of the above factors resulted in a 1994 net loss from 
continuing operations of $1.9 million compared with earnings of $5.6 
million from continuing operations in 1993.


Real Estate - discontinued operations

In June 1992, Seafield's board of directors approved a plan for the 
discontinuance of real estate operations.  After reviewing sales activity 
and appraisals in 1992, Seafield believed it was an appropriate time to 
discontinue real estate operations and sell the remaining real estate 
assets as soon as practicable.

As a result of the decision to discontinue real estate, a $6 million after-
tax provision for estimated write-downs and costs through final disposition 
was included in the 1992 financial statements as a loss from discontinued 
real estate operations.  An additional $2.9 million after-tax loss 
provision was recorded in 1994 for a sales contract signed in January 1995.  
During 1995's fourth quarter, an additional $6.6 million valuation 
allowance was recorded.  The increased allowance reflects values based on 
recent sales transactions of undeveloped land parcels in Texas and sales 
activities at a residential project in New Mexico.  Real estate's net 
assets have decreased from approximately $80 million at discontinuance to 
$42 million at December 31, 1995.  Net cash proceeds of approximately $28 
million have been generated from real estate since its discontinuance in 
1992.  See Item 1 and Note 13 of Notes to Consolidated Financial Statements 
for additional information concerning discontinued real estate operations.

In 1995, real estate sales included the sale of:  27 residential units or 
lots in Florida, New Mexico and Texas ($7.8 million), 304 acres of land in 
Kansas, Missouri and Texas ($2.7 million), and the sale of a partnership 
interest in a commercial building located in Colorado ($425,000).  In 1994, 
real estate sales included the sale of:  47 residential units or lots in 
Florida, New Mexico, and Texas ($10.4 million), and land in California 
($500,000).  In 1993, real estate sales included the sale of:  84 
residential units or lots in Florida, New Mexico, and Texas ($15.9 
million), land in Tennessee ($360,000) and a partnership interest in an 
apartment complex in Georgia ($850,000).

Remaining real estate holdings include residential land, undeveloped land, 
single-family housing, and commercial structures located in the following 
states:  Florida, Kansas, Nevada, New Mexico, Oklahoma, Texas and Wyoming, 
all of which are listed for sale.

Listed below is the status of the discontinued real estate operations as of 
December 31, 1995:

Land:
     North Ft. Worth, TX     297 acres sold, 554 acres listed for sale
     West Ft. Worth, TX      212 acres listed for sale
     Houston, TX             1 acre sold, 30 lots sold, 370 acres and 37 
                               lots listed for sale
     Olathe, KS              4 acres sold, 17.5 acres listed for sale
     Tulsa, OK               12 acres listed for sale

Land Lease:
     Honolulu, HI            sold
     San Diego, CA           sold
     Nashville, TN           sold

Commercial:
     Reno, NV                contract expired, relisted for sale
     Denver, CO              sold
     Gillette, WY            listed for sale

Residential:
     Juno Beach, FL          last 2 units substantially complete, listed 
                               for sale
     Juno Beach, FL          last unit complete and 8 marina slips,
                               listed for sale
     Santa Fe, NM            last 23 units substantially complete,
                               listed for sale with 12 of 59 units under
                               contract
     Mazatlan, Mexico        final sales remittance received in 1995

The net real estate asset amounts are influenced from period to period by 
several factors including seasonal sales cycles for projects in Florida and 
New Mexico, a decision at the end of 1993 to accelerate the build-out of 
the New Mexico project and construction on the final three houses in 
Florida.  The accelerated build-out is substantially completed.  

Publicly-Traded Subsidiaries

Seafield has investments in two majority-owned entities that are publicly-
traded, LabOne and Response.  At December 31, 1995, based on the market 
prices of publicly-traded shares of these two subsidiaries, pretax 
unrealized gains of approximately $130 million on these investments were 
not reflected in either Seafield's book value or stockholders' equity.

 
LIQUIDITY AND CAPITAL RESOURCES

On December 31, 1995 at the holding company level, Seafield had available 
for operations approximately $39.9 million in cash and short-term 
investments with an additional $5.1 million in long-term securities.  
Primarily as a result of asset dispositions, Seafield's working capital 
increased $13 million during 1995 to $46 million at December 1995.  

On a consolidated basis, Seafield and its subsidiaries (primarily LabOne 
with $37.1 million) had $83.2 million in cash and short-term investments at 
December 31, 1995.  Current assets totaled approximately $121.6 million 
while current liabilities totaled $12.2 million.  Net cash used by 
continuing operations totaled $911,000 in 1995 compared with $16.5 million 
cash provided in 1994.  The decrease primarily reflects an $11.8 million 
net increase during 1995 (funds used) in trading portfolios while 1994's 
decrease in these trading portfolios provided $2 million in funds.  

In August 1990, Seafield's board of directors rescinded a previous 
authorization and passed a new authorization of up to $70 million for the 
acquisition of Seafield and LabOne common stock.  Up to $20 million of this 
authorization could be utilized to purchase LabOne stock.

In January 1994, Seafield's board of directors approved an additional $8.4 
million authorization necessary to complete an acquisition of 382,350 
Seafield shares for $13 million.  During 1995, treasury stock issued for 
exercised options totaled 82,800 shares.  During 1993, Seafield retired 
1,304,420 shares being held as treasury shares.

In 1993, Seafield's board of directors approved an additional $5 million 
for the purchase of LabOne's stock.  In 1994, Seafield expended $722,000 to 
acquire 44,200 shares of LabOne stock resulting in a total of 1,462,200 
shares of LabOne's stock acquired under the board authorizations at a cost 
of $17.3 million.  No acquisitions of LabOne stock were made during 1995.  
At December 31, 1995, the remaining aggregate authorization totals $7.7 
million.

Seafield is primarily a holding company.  Sources of cash are investment 
income and sales, borrowings and dividends from subsidiaries.  The dividend 
paying capabilities of subsidiaries may be restricted as to their transfer 
to the parent company.  The primary uses of cash for Seafield are 
investments, subsidiary stock purchases and dividends to shareholders.

Seafield received a notice during 1992 of proposed adjustments from the 
Internal Revenue Service (IRS) with respect to 1986-87 federal income 
taxes.  Later, the IRS determined to include 1988-90 as a part of its 
review.  In May 1995, the IRS issued a revised notice of proposed 
adjustments to 1986-87 taxes in response to Seafield's protest filed in 
1992.  This revised notice reduced the previously proposed tax of 
approximately $17 million to $13.5 million.  In June 1995, the IRS issued 
proposed adjustments to 1988-1989 federal income taxes.  Additional 
proposed taxes for these years are $182,000.  Also, during 1995 the IRS 
issued tentative proposed federal income tax adjustments for the 1990 year 
totaling approximately $16 million.  In early 1996, the IRS reduced the $16 
million tentatively proposed tax adjustments for the 1990 year to 
approximately $7 million.  The IRS has used these proposed increases in 
federal income taxes to deny Seafield a 1990 claim for refund of $7.6 
million.  Resolution of these matters is not expected during 1996.  
Seafield believes that it has meritorious defenses to many of the 
substantive issues raised by the IRS, and adequate accruals for income tax 
liabilities.

In 1988, LabOne's board of directors authorized LabOne to enter the market 
from time to time for the purpose of acquiring shares of LabOne's common 
stock in an amount not to exceed $25 million.  As of December 31, 1995, 
LabOne had acquired 2,099,235 shares of LabOne as treasury stock at a total 
cost of $22.7 million, leaving $2.3 million for potential future stock 
purchases.  No shares have been purchased since 1990.

LabOne paid quarterly dividends during 1995, 1994 and 1993.  As an 82% 
owner, Seafield received $7.7 million of cash as dividends from LabOne in 
1995.  LabOne's working capital position declined from $48.6 million at 
December 31, 1994 to $44.2 million at December 31, 1995.  This decrease is 
the result of dividends paid and capital additions exceeding cash provided 
by operations and net maturities of long-term investments.  LabOne's cash 
and investments totaled $37.6 million at December 31, 1995 and LabOne 
expects to fund operations, capital asset additions, treasury stock 
purchases, if any, and future dividend payments from a combination of cash 
flow, cash reserves and short-term borrowings.  LabOne had no short-term 
borrowings during 1995 and an unsecured $5 million line of credit available 
for general corporate purposes with no debt restrictions.  LabOne's line of 
credit has a stated rate equivalent to the prime rate which was 8.5% at 
December 31, 1995. 

Response's working capital at December 31, 1995 was $15.7 million with 
current assets of $20.6 million and current liabilities of $4.9 million.  
Cash and cash equivalents and short-term investments represent $4.6 million 
of Response's current assets.  As of December 31, 1995, Response has a $2.5 
million revolving bank line of credit secured by eligible accounts 
receivable, bearing interest at the bank's prime rate plus one percent, or 
9.5% at December 31, 1995.  Primarily as a result of positive cash flow 
from operating activities, Response had no borrowings under its line of 
credit as of December 31, 1995.  The maximum outstanding during 1995 was 
$828,000 at a rate of 10%.

Response had no material commitments for capital expenditures at December 
31, 1995.  Capital expenditures of $1.3 million during the year ended 
December 31, 1995 were primarily associated with the expansion of 
Response's network of IMPACT and hospital-based centers.  The capital 
expenditures were funded with cash from operations.  Response is committed 
to future minimum lease payments under operating leases totaling $5.1 
million for administrative and operational facilities.

Response announced during the year ended December 31, 1995, its plans to 
engage in physician practice management within the specialty of medical 
oncology and hematology.

On January 2, 1996, Response acquired the assets of, and entered into a 
long-term management services agreement with Oncology Hematology Group of 
South Florida, P.A. (the Group).  The total consideration was approximately 
$12.1 million, approximately $5.3 million of which was paid in cash, 
approximately $6 million paid in the form of Response's long-term unsecured 
interest-bearing amortizing promissory note and the balance being paid over 
16 calendar quarters at the rate of $50,000 per quarter.  The Group, 
consisting of nine physicians, is located on the campus of Baptist Hospital 
in Miami, Florida.  Under the management services agreement, Response 
receives a management fee to manage the non-medical aspects of the practice 
and to coordinate practice enhancement opportunities with the physicians.  
Improvements are expected through a professional focus on management and 
managed care relationships, economies of scale, and the addition of new 
services.  The Group is Response's first physician group under such a 
practice management relationship.

As of February 15, 1996, Response had announced the receipt of two 
additional non-binding letters of intent for physician practice management 
relationships, and that it was in early negotiations with several 
additional groups.

Response is currently evaluating means of optimally financing the 
anticipated acquisitions, and it is contemplated that such acquisitions 
will be financed through combinations of debt and equity.

TRENDS

The following is LabOne's analysis of certain existing trends that have 
been identified as potentially affecting future financial results of 
LabOne.  Due to the potential for a rapid rate of change in any number of 
factors associated with the insurance and healthcare laboratory testing 
industries, it is difficult to quantify with any degree of certainty 
LabOne's future volumes, sales or net earnings.

In the last several years there has been a decline in the number of life 
insurance applications written in the industry. In addition, the insurance 
laboratory testing industry continues to be highly competitive. The primary 
focus of the competition has been on pricing.  LabOne continues to maintain 
its market leadership by providing quality products and services at 
competitive prices. Management expects that prices and volume may continue 
to decline during 1996 due to competitive pressures and a reduction in the 
number of life insurance applications written. These trends may have a 
continuing material impact on earnings from operations.

During December 1994, the FDA gave premarket approval to Epitope, Inc. with 
respect to its specimen collection kit for oral fluid HIV-1 antibody 
testing. In December 1995, Epitope announced that the FDA had issued a 
letter stating that the oral fluid Western Blot test was approvable as a 
confirmation for the oral fluid HIV-1 antibody test.  If approved, this may 
allow for the initial screen and the Western Blot confirmation test to be 
performed on the same specimen.  Due to the lower collection expense 
associated with oral fluid collection devices, the potential exists for an 
expansion of the testing market.   Currently, there are approximately 13.5 
million individual life insurance policies sold in the United States 
annually.  However, laboratory services are provided on only approximately 
4.5 million of these policy applicants.  The non-invasive nature of oral 
specimen collection allows for low-cost agent collection, making testing 
much more affordable on smaller face value insurance policies. Conversely, 
the device also has the potential to cannibalize part of the existing blood 
and urine testing market.  The net impact of oral fluid testing cannot be 
determined at this time.

There are companies currently developing and seeking FDA approval for home 
HIV test products.  If approved, these products would allow individuals to 
confidentially determine their HIV status prior to applying for insurance. 
To avoid accepting these high-risk policies, the insurance company may 
elect to lower the threshold at which laboratory tests are requested to 
prevent writing policies on HIV positive applicants.  Most insurance 
laboratory testing is performed on policies of $100,000 or greater, 
representing about one-third of all policy applicants.  The $25,000 to 
$99,999 range represents approximately one-quarter of current insurance 
policy applicants.  If the FDA does approve any home testing kit for HIV, 
the potential exists for a significant expansion of laboratory testing for 
lower policy amounts. 

LabOne entered the clinical and SAMHSA-certified substance-abuse testing 
markets during 1994.  LabOne continues to add new customers in both fields. 
LabOne's Lab Card program covered approximately 280,000 lives at December 
31, 1995, including The Guardian Life Insurance Company of America (The 
Guardian) and Principal Healthcare of Kansas City (Principal).  The 
Guardian has stated its intention to roll out the Lab Card program in 16 
states covering approximately 500,000 additional lives starting in the 
second or third quarter 1996.


RECENTLY ISSUED ACCOUNTING STANDARDS
Statement of Financial Accounting Standards No. 114 "Accounting by 
Creditors for Impairment of a Loan" and No. 118 "Accounting by Creditors 
for Impairment of a Loan - Income Recognition and Disclosures" have been 
implemented for the year ending December 31, 1995.  The adoption of these 
standards has had no significant impact on Seafield's financial position or 
results of operations.

Statement of Financial Accounting Standards No. 121 "Accounting for the 
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed 
Of" has been implemented for the year ending December 31, 1995.  The 
adoption of this standard has had no significant impact on Seafield's 
financial position or results of operations.

Statement of Financial Accounting Standards No. 123 "Accounting for Stock-
Based Compensation" is required to be implemented for fiscal years 
beginning after December 15, 1995.  Seafield does not plan to adopt an 
optional accounting treatment based on the estimated fair value of employee 
stock options allowed by Statement No. 123.  However, presentation of pro 
forma disclosures of net earnings and earnings per share as if the optional 
accounting method had been utilized will be required.

No other recently issued accounting standards presently exist which will 
require adoption in future periods.



ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. 

See Item 14(a). 

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE. 

None. 

               Part III 

ITEM 10. DIRECTORS OF THE REGISTRANT. 

See Cross Reference Sheet, "Documents Incorporated by Reference."

ITEM 11. EXECUTIVE COMPENSATION. 

See Cross Reference Sheet, "Documents Incorporated by Reference."

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

See Cross Reference Sheet, "Documents Incorporated by Reference."

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. 

See Cross Reference Sheet, "Documents Incorporated by Reference."

      Cross Reference Sheet To Documents Incorporated By Reference PART III

Item 10. Directors and Executive        Proxy Statement relating to Annual 
         Officers of the Company        Meeting of Shareholders to be held 
                                        May 8, 1996, under the caption 
                                        "Election of Directors - Nominees
                                        and Directors whose terms expire in 
                                        1997 and 1998."

Item 11. Executive Compensation         Proxy Statement relating to Annual 
                                        Meeting of Shareholders to be held 
                                        May 8, 1996, under the captions 
                                        "Election of Directors - 
                                        Compensation of Executive 
                                        Officers."

Item 12. Security Ownership of          Proxy Statement relating to Annual 
         Certain Beneficial             Meeting of Shareholders to be held 
         Owners and Management          May 8, 1996, under the captions 
                                        "Election of Directors - Security 
                                        Ownership of Management and 
                                        Security Ownership of Certain 
                                        Beneficial Owners."

Item 13. Certain Relationships          Proxy Statement relating to Annual
         and Related                    Meeting of Shareholders to be held 
         Transactions                   May 8, 1996, under the caption 
                                        "Election of Directors - Certain
                                        Transactions."



                                    PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(a)(1) Financial Statements                                               
         Independent Auditors' Report                                     
         Consolidated Balance Sheets - December 31, 1995 and 1994          
         Consolidated Statements of Operations -
           Years ended December 31, 1995, 1994 and 1993                    
         Consolidated Statements of Stockholders' Equity - 
           Years ended December 31, 1995, 1994 and 1993                  
         Consolidated Statements of Cash Flows -  
           Years ended December 31, 1995, 1994 and 1993                    
         Notes to Consolidated Financial Statements                     

   (2) Financial Statement Schedules
         II.  Valuation and Qualifying Accounts and Reserves -
                Years ended December 31, 1995, 1994 and 1993               
         III. Real Estate and Accumulated Depreciation - December 31, 1995 

All other schedules are omitted because they are not applicable or the
information is given in the financial statements or notes thereto.

   Portions of Registrant's Proxy Statement for use in connection with the
   Annual Meeting of Shareholders to be held on May 8, 1996 are
   incorporated by reference into Part III of this report, if such Proxy 
   Statement is filed with the Securities and Exchange Commission on or 
   before April 30, 1996.  If such Proxy Statement is not filed by such 
   date, the information required to be presented in Part III will be filed 
   as an amendment to this report.

   (3) Exhibits required by Item 601 of Regulation S-K (see Index to 
Exhibits in paragraph (c) infra.) 

(b) Reports on Form 8-K. 
     A Form 8-K current report dated October 30, 1995 was filed with the
Commission reporting under Other Events a news release regarding the 
Registrant's announcement that Registrant's subsidiary, Response 
Technologies, Inc., announced plans to effect a one-for-five reverse 
stock split of its common stock; delist its common stock from the 
American Stock Exchange (Amex:RTK) and begin trading on the NASDAQ 
National Market System under the symbol ROIX starting Thursday, 
October 26, 1995; and change its name from "Response Technologies, 
Inc." to "Response Oncology, Inc."  In addition, Response announced 
that it retained Smith Barney Inc. to assist in the development of a 
physician practice acquisition and management strategy, including the 
development of financing alternatives for such contemplated 
acquisitions.

Additionally, in the October 30, 1995 Form 8-K under Other Events, 
Registrant's subsidiary, LabOne, Inc., announced that Bert Hood 
resigned his position as Chairman, President and Chief Executive 
Officer of LabOne, and that W. Thomas Grant II, Chairman of the Board 
and Chief Executive Officer of Registrant, would fill the vacancies 
left by Hood.

(c) Index to Exhibits (Exhibits follow the Schedules);

     2.1    Stock Purchase Agreement between Response Oncology, Inc. and
            stockholders of Oncology Hematology Group of South Florida 
            (filed as Exhibit 99.1 to Registrant's Form 8-K/A filed 
            January 17, 1996 (File No. 0-16946) and incorporated herein by 
            reference).

     3.1    Registrant's Articles of Incorporation, as amended (filed as 
            Exhibit 3.1 to Amendment No. 1 to Registrant's Registration
            Statement on Form S-4, filed April 8, 1988 (File No. 33-20298)
            and incorporated herein by reference).

     3.2    Amendment to Registrant's Articles of Incorporation, effective 
            May 15, 1991, (filed as Exhibit 3(b) to Registrant's Annual 
            Report on Form 10-K for the year ended December 31, 1991 (File 
            No. 0-16946) and incorporated herein by reference).

     3.3    Registrant's Bylaws, as amended (filed as Exhibit 3(c) to
            Registrant's Annual Report on Form 10-K for the year ended
            December 31, 1992 (File No. 0-16946) and incorporated herein by
            reference). 

     4.1    Form of Rights Agreement dated April 5, 1988, between 
            Registrant and Morgan Shareholder Services Trust Company, as 
            Rights Agent (filed as Exhibit 4.1 to Amendment No. 1 to 
            Registrant's Registration Statement on Form S-4, filed April 8, 
            1988 (File No. 33-20298) and incorporated herein by reference).

     4.2    Form of Certificate of Serial Designation of Series A Preferred
            Stock (filed as Exhibit 4.2 to Amendment No. 1 to Registrant's
            Registration Statement on Form S-4, filed April 8, 1988, (File 
            No. 33-20298) and incorporated herein by reference).

     4.3    Amendment No. 1 to the Rights Agreement, dated November 14, 
            1988, between Registrant and Morgan Shareholder Services Trust 
            Company, as Rights Agent (filed as Exhibit 1 to the 
            Registrant's current report on Form 8-K filed November 18, 1988 
            (File No. 0-16946) and incorporated herein by reference).

     4.4    Amendment No. 2 to the Rights Agreement, dated May 15, 1991, 
            between Registrant and First Chicago Trust Company of New York, 
            as Rights Agent (filed as Exhibit 4(d) to Registrant's Annual 
            Report on Form 10-K for the year ended December 31, 1991 (File 
            No. 0-16946) and incorporated herein by reference).

     4.5    Notice and Agreement Respecting Removal of Rights Agent and
            Appointment of Successor Rights Agent (filed as Exhibit 4(e) to
            Registrant's Annual Report on Form 10-K for the year ended
            December 31, 1991 (File No. 0-16946) and incorporated herein by
            reference).

    10.1    Registrant's 1984 Stock Option Incentive Plan, as amended 
            (filed as Exhibit 10(b) to Registrant's Annual Report on Form 
            10-K for the year ended December 31, 1990 (File No. 0-16946) 
            and incorporated herein by reference).**

    10.2    Amendment to Registrant's 1984 Stock Option Incentive Plan,
            effective August 17, 1992 (filed as Exhibit 10(b) to 
            Registrant's Annual Report on Form 10-K for the year ended 
            December 31, 1992 (File No. 0-16946) and incorporated herein by 
            reference).**

    10.3  * Amendment to Registrant's 1984 Stock Option Incentive Plan,
            effective August 2, 1995.**

    10.4    Registrant's 1989 Stock Option and Incentive Plan (filed as 
            Exhibit 28 to Registrant's Registration Statement on Form S-8 
            filed April 17, 1989 (File No. 33-28150) and incorporated 
            herein by reference).**

    10.5    Amendment to Registrant's 1989 Stock Option and Incentive Plan,
            effective February 20, 1991 (filed as Exhibit 10(d) to 
            Registrant's Annual Report on Form 10-K for the year ended 
            December 31, 1990 (File No. 0-16946) and incorporated herein by 
            reference).**

    10.6    Amendment to Registrant's 1989 Stock Option and Incentive Plan,
            effective January 20, 1995 (filed as Exhibit 10.5 to
            Registrant's Annual Report on Form 10-K for the year ended 
            December 31, 1994 (File No. 0-16946) and incorporated herein by 
            reference).**

    10.7  * Amendment to Registrant's 1989 Stock Option and Incentive Plan,
            effective August 2, 1995.**

    10.8    Registrant's 1991 Non-Employee Directors' Stock Option Plan and 
            form of Stock Option Agreement, effective May 15, 1991 (filed 
            as Exhibit 10(e) to Registrant's Annual Report on Form 10-K for 
            the year ended December 31, 1991 (File No. 0-16946) and 
            incorporated herein by reference).***

    10.9    Amendment No. 1 to Registrant's 1991 Non-Employee Directors' 
            Stock Option Plan, dated November 10, 1993 (filed as Exhibit 
            10.6 to Registrant's Annual Report on Form 10-K for the year 
            ended December 31, 1993 (File No. 0-16946) and incorporated 
            herein by reference).***

    10.10 * Amendment to Registrant's 1991 Non-Employee Directors' 
            Stock Option Plan, effective August 2, 1995.***

    10.11   Registrant's Stock Purchase Plan, as amended (filed as Exhibit 
            10(e) to Registrant's Annual Report on Form 10-K for the year 
            ended December 31, 1990 (File No. 0-16946) and incorporated 
            herein by reference).***

    10.12   Amendment to Registrant's Stock Purchase Plan, effective May 
            15, 1991 (filed as Exhibit 10(g) to Registrant's Annual Report 
            on Form 10-K for the year ended December 31, 1991 (File No. 
            0-16946) and incorporated herein by reference).***

    10.13   Amendment to Registrant's Stock Purchase Plan effective August 
            17, 1992 (filed as Exhibit 10(h) to Registrant's Annual Report 
            on Form 10-K for the year ended December 31, 1992 (File No. 
            0-16946) and incorporated herein by reference).***

    10.14 * Amendment to Registrant's Stock Purchase Plan effective August 
            2, 1995.***

    10.15   Supplemental Retirement Agreement between the Registrant and P.
            Anthony Jacobs, President of Registrant (filed as Exhibit 10(i) 
            to Registrant's Annual Report on Form 10-K for the year ended
            December 31, 1992 (File No. 0-16946) and incorporated herein by
            reference).**

    10.16   Consulting Agreement, dated as of August 1, 1990, First 
            Amendment to Consulting Agreement, dated as of January 1, 1992, 
            and Second Amendment to Consulting Agreement, dated as of 
            January 1, 1993, each between the Registrant and W.D. Grant, 
            director of the Registrant (filed as Exhibit 10(j) to 
            Registrant's Annual Report on Form 10-K for the year ended 
            December 31, 1992 (File No. 0-16946) and incorporated herein by 
            reference).***

    10.17   Form of Supplemental Retirement Agreement between the 
            Registrant and certain corporate/executive officers (filed as 
            Exhibit 10(k) to Registrant's Annual Report on Form 10-K for 
            the year ended December 31, 1992 (File No. 0-16946) and
            incorporated herein by reference).**

    10.18   Nonrecourse Promissory Note from William H. West, M.D., an 
            executive officer of Registrant, to Registrant and related 
            Stock Pledge Agreement, both dated July 21, 1992 (filed as 
            Exhibit 10(l) to Registrant's Annual Report on Form 10-K for 
            the year ended December 31, 1992 (File No. 0-16946) and 
            incorporated herein by reference).

    10.19   Form of Termination Compensation Agreement between the 
            Registrant and corporate/executive officers (filed as Exhibit 
            10(g) to Registrant's Annual Report on Form 10-K for the year 
            ended December 31, 1990 (File No. 0-16946) and incorporated
            herein by reference).**

    10.20   Form of Amendment No. 1 to Termination Compensation Agreement,
            dated January 20, 1995, between the Registrant and corporate/
            executive officers (filed as Exhibit 10.16 to Registrant's 
            Annual Report on Form 10-K for the year ended December 31, 1994 
            (File No. 0-16946) and incorporated herein by reference).**

    10.21 * Form of Amendment No. 2 to Termination Compensation Agreement,
            dated February 14, 1996, between the Registrant and corporate/
            executive officers.**

    10.22   Form of Indemnification Agreement between Registrant and its
            directors and corporate/executive officers (filed as Exhibit 
            10(i) to Registrant's Annual Report on Form 10-K for the year 
            ended December 31, 1989 (File No. 0-16946) and incorporated 
            herein by reference).


    10.23 * Form of Severance Agreement, dated February 14, 1996, between
            the Registrant and corporate/executive officers.**

    10.24   Services Agreement, dated January 1, 1993, among Registrant and
            LabOne, Inc., relating to services and other matters among the
            parties (filed as Exhibit 10.17 to Registrant's Annual Report
            on Form 10-K for the year ended December 31, 1993 (File No.
            0-16946) and incorporated herein by reference).

    10.25   1985 Stock Option Plan of Response Oncology, Inc., as 
            amended (filed as Exhibit 10(q) to Registrant's Annual Report 
            on Form 10-K for the year ended December 31, 1992 (File No.
            0-16946) and incorporated herein by reference).**

    10.26   1990 Non-Qualified Stock Option Plan of Response Oncology, 
            Inc., as amended through December 31, 1992 (filed as Exhibit 
            10(r) to Registrant's Annual Report on Form 10-K for the year 
            ended December 31, 1992 (File No. 0-16946) and incorporated 
            herein by reference).**

    10.27 * Amendment No. 2 to 1990 Non-Qualified Stock Option Plan of 
            Response Oncology, Inc., effective April 1995.**

    10.28   Employment Agreement between Response Technologies, Inc. and 
            William H. West, MD, dated January 1, 1992 (filed as Exhibit 
            10(s) to Registrant's Annual Report on Form 10-K for the year
            ended December 31, 1992 (File No. 0-16946) and incorporated 
            herein by reference).**

    10.29 * Employment Agreement effective July 1, 1995 between Response
            Oncology, Inc. and Joseph T. Clark, an executive officer of
            Registrant.**

    10.30   Long-Term Incentive Plan of LabOne, Inc., approved May 16, 1991 
            with amendments adopted May 21, 1993 and November 9, 1993 
            (filed as Exhibit 10.21 to Registrant's Annual Report on Form 
            10-K for the year ended December 31, 1993 (File No. 0-16946) 
            and incorporated herein by reference).**

    10.31 * Amendment to LabOne's Long Term Incentive Plan, effective
            February 10, 1995.**

    10.32   LabOne's Stock Plan for non-employee directors (filed as 
            Exhibit 10.23 to Registrant's Annual Report on Form 
            10-K for the year ended December 31, 1994 (File No. 0-16946) 
            and incorporated herein by reference). ***

    10.33 * LabOne's Annual Incentive Plan.**

    10.34   Employment Agreement between LabOne, Inc. and Bert H. Hood, 
            dated August 5, 1993 and amended November 9, 1993 (filed as 
            Exhibit 10.22 to Registrant's Annual Report on Form 10-K for 
            the year ended December 31, 1993 (File No. 0-16946) and 
            incorporated herein by reference).**

    10.35   Amendment to Employment Agreement between LabOne, Inc. and
            Bert H. Hood, dated December 31, 1994 (filed as Exhibit 10.27
            to Registrant's Annual Report on Form 10-K for the year ended
            December 31, 1994 (File No. 0-16946) and incorporated herein by 
            reference).**

    10.36   Promissory Note Agreement between LabOne, Inc. and Bert H. Hood
            dated September 7, 1994 (filed as Exhibit 10.2 to Registrant's
            Quarterly Report on Form 10-Q for the quarter ended September
            30, 1994 (File No. 0-16946) and incorporated herein by 
            reference).

    10.37 * Promissory Note Agreement between LabOne, Inc. and Bert H. Hood
            dated September 7, 1995.

    11      Statement regarding computation of per share earnings - see 
            Note l of Notes to Consolidated Financial Statements, "Earnings 
            Per Share."

    13      Annual Report to Shareholders for the year ended December 31, 
            1995 - To be furnished.

    21      Subsidiaries of Registrant (reference is made to Item 1 
            hereof).

    23    * Consents of KPMG Peat Marwick LLP with respect to Forms S-8.

    27      Financial Data Schedule - as filed electronically by the
            Registrant in conjunction with this 1995 Form 10-K.

    99      Proxy Statement for Annual Shareholders meeting to be held May 
            8, 1996 - To be furnished.

   * These documents may be obtained by stockholders of Registrant upon 
     written request to: Seafield Capital Corporation, P.0. Box 410949, 
     Kansas City, Missouri 64141.

  ** Management Compensatory Plan

 *** Non-Management Director Compensatory Plan

(d)  Not Applicable.



                                SIGNATURES

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

                                     SEAFIELD CAPITAL CORPORATION
                                     By:    /s/ W. Thomas Grant II
                                         -----------------------------
                                            W. Thomas Grant II
                                     Title: Chairman, Chief Executive
                                            Officer and Director
                                     Date:  March 15, 1996

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


By:    /s/ P. Anthony Jacobs         By:    /s/ James R. Seward
    -----------------------------        -----------------------------
       P. Anthony Jacobs                    James R. Seward
Title: President, Chief              Title: Executive Vice President,
       Operating Officer                    Chief Financial Officer
       and Director                         and Director
Date:  March 15, 1996                Date:  March 15, 1996


By:    /s/ Steven K. Fitzwater       By:    /s/ W. D. Grant
    -----------------------------        -----------------------------
       Steven K. Fitzwater                  W. D. Grant
Title: Vice President, Chief         Title: Director
       Accounting Officer and
       Secretary
Date:  March 15, 1996                Date:  March 15, 1996


By:    /s/ Lan C. Bentsen            By:    /s/ John C. Gamble
    -----------------------------        -----------------------------
       Lan C. Bentsen                       John C. Gamble
Title: Director                      Title: Director
Date:  March 15, 1996                Date:  March 15, 1996


By:    /s/ Michael E. Herman         By:    /s/ David W. Kemper
    -----------------------------        -----------------------------
       Michael E. Herman                    David W. Kemper
Title: Director                      Title: Director
Date:  March 15, 1996                Date:  March 15, 1996


By:    /s/ John H. Robinson, Jr.     By:    /s/ Dennis R. Stephen
    -----------------------------        -----------------------------
       John H. Robinson, Jr.                Dennis R. Stephen
Title: Director                      Title: Director
Date:  March 15, 1996                Date:  March 15, 1996



INDEPENDENT AUDITORS' REPORT

The Board of Directors and Stockholders
Seafield Capital Corporation:

We have audited the consolidated financial statements of Seafield Capital 
Corporation and subsidiaries as listed in Item 14(a)(1). In connection with 
our audits of the consolidated financial statements, we also have audited 
the financial statement schedules as listed in Item 14(a)(2). These 
consolidated financial statements and financial statement schedules are the 
responsibility of the Company's management. Our responsibility is to 
express an opinion on these consolidated financial statements and financial 
statement schedules based on our audits.

We conducted our audits in accordance with generally accepted auditing 
standards. Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are free 
of material misstatement. An audit includes examining, on a test basis, 
evidence supporting the amounts and disclosures in the financial 
statements. An audit also includes assessing the accounting principles used 
and significant estimates made by management, as well as evaluating the 
overall financial statement presentation. We believe that our audits and 
the report of other auditors provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above 
present fairly, in all material respects, the financial position of 
Seafield Capital Corporation and subsidiaries at December 31, 1995 and 
1994, and the results of their operations and their cash flows for each of 
the years in the three-year period ended December 31, 1995, in conformity 
with generally accepted accounting principles.  Also in our opinion, the 
related financial statement schedules, when considered in relation to the 
basic consolidated financial statements taken as a whole, present fairly, 
in all material respects, the information set forth therein.





KPMG Peat Marwick LLP

Kansas City, Missouri
February 1, 1996



SEAFIELD CAPITAL CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
--------------------------------------------------------------------------
December 31,                                            1995         1994
--------------------------------------------------------------------------
                                                          (In thousands)
ASSETS
Current assets: 
  Cash and cash equivalents                        $    7,581        8,626
  Short-term investments                               75,632       67,631
  Accounts and notes receivable                        23,565       32,871
  Current income tax receivable                         4,457        2,311
  Deferred income taxes                                 1,540        1,766
  Other current assets                                  8,850       10,813
                                                     ---------------------
      Total current assets                            121,625      124,018
Property, plant and equipment                          21,604       24,981
Investments: 
  Securities                                            5,647        6,725
  Oil and gas                                           4,247        5,998
Intangible assets                                      19,477       29,318
Deferred income taxes                                   6,999        1,715
Other assets                                            1,158        2,621
Net assets of discontinued real estate operations      42,215       50,011
                                                     ---------------------
                                                   $  222,972      245,387
                                                     =====================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                 $    6,370        7,475
  Notes payable                                           --         2,823
  Other current liabilities                             5,859        9,513
                                                     ---------------------
      Total current liabilities                        12,229       19,811
Notes payable                                             --             8
Other liabilities                                       2,653        3,439
                                                     ---------------------
      Total liabilities                                14,882       23,258
                                                     ---------------------
Minority interests                                     21,006       21,196
                                                     ---------------------
Stockholders' equity:
  Preferred stock of $1 par value.
    Authorized 3,000,000 shares; none issued              --           -- 
  Common stock of $1 par value.
    Authorized 24,000,000 shares;
    issued 7,500,000 shares                             7,500        7,500
  Paid-in capital                                       1,747        1,002
  Equity adjustment from foreign currency translation    (447)        (561)
  Retained earnings                                   208,098      223,169
                                                     ---------------------
                                                      216,898      231,110
  Less cost of 1,038,939 shares of treasury stock
    (1994-1,121,739 shares)                            29,814       30,177
                                                     ---------------------
      Total stockholders' equity                      187,084      200,933
                                                     ---------------------
Commitments and contingencies                                             
                                                     ---------------------
                                                   $  222,972      245,387
                                                     =====================

See accompanying notes to consolidated financial statements.



SEAFIELD CAPITAL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations
--------------------------------------------------------------------------
Year Ended December 31,                    1995         1994         1993
--------------------------------------------------------------------------
                                                (In thousands except
                                                 per share amounts)
REVENUES
  Healthcare services                  $  56,410       45,134       40,882
  Insurance services                      55,862       67,199       74,803
  Other                                    7,272       11,945       14,182
                                        ----------------------------------
    Total revenues                       119,544      124,278      129,867

COSTS AND EXPENSES
  Healthcare services                     52,838       45,073       37,203
  Insurance services                      23,598       30,951       33,728
  Other                                    6,357       11,780       14,882
  Selling, general and administrative     42,300       40,767       36,923
                                        ----------------------------------
Earnings (loss) from operations           (5,549)      (4,293)       7,131
  Investment income - net                  4,401        2,889       10,197
  Other income (loss)                     (4,688)          67       (2,388)
                                        ----------------------------------
Earnings (loss) before income taxes       (5,836)      (1,337)      14,940
                                        ----------------------------------
  Taxes on income (benefits):
    Current                               (1,429)       2,486        9,373
    Deferred                              (5,134)      (1,806)      (2,382)
                                        ----------------------------------
      Total                               (6,563)         680        6,991
                                        ----------------------------------
Earnings (loss) before minority interests    727       (2,017)       7,949
  Minority interests                       1,475         (145)       2,331
                                        ----------------------------------
Earnings (loss) from
  continuing operations                     (748)      (1,872)       5,618
    Loss from discontinued real
      estate operations                   (6,600)      (2,904)         --
                                        ----------------------------------
NET EARNINGS (LOSS)                   $   (7,348)      (4,776)       5,618
                                        ==================================

Per share of common stock:
  Earnings (loss) from
    continuing operations             $     (.12)        (.29)         .82
  Loss from discontinued real
    estate operations                      (1.02)        (.46)          --
                                        ----------------------------------
  NET EARNINGS (LOSS)                 $    (1.14)        (.75)         .82
                                        ==================================

See accompanying notes to consolidated financial statements.



SEAFIELD CAPITAL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity
--------------------------------------------------------------------------
Year Ended December 31,                    1995         1994         1993
--------------------------------------------------------------------------
                                                   (In thousands)
Common stock:
  Balance, beginning of year          $    7,500        7,500        8,804
  Retirement of stock                        --           --        (1,304)
                                        ----------------------------------
  Balance, end of year                     7,500        7,500        7,500
                                        ----------------------------------
Paid-in capital:
  Balance, beginning of year               1,002        1,007          644
  Exercise of stock options                  745           (5)         363
                                        ----------------------------------
  Balance, end of year                     1,747        1,002        1,007
                                        ----------------------------------
Foreign currency translation:
  Balance, beginning of year                (561)        (350)        (438)
  Net change during year                     114         (211)          88
                                        ----------------------------------
  Balance, end of year                      (447)        (561)        (350)
                                        ----------------------------------
Retained earnings:
  Balance, beginning of year             223,169      235,583      275,944
  Net earnings (loss)                     (7,348)      (4,776)       5,618
  Dividends declared*                     (7,723)      (7,638)      (8,059)
  Retirement of stock                        --           --       (37,920)
                                        ----------------------------------
  Balance, end of year                   208,098      223,169      235,583
                                        ----------------------------------
Less treasury stock:
  Balance, beginning of year              30,177       18,070       56,948
  Net issuance pursuant to stock
    option plans (1995-82,800;
    1994-27,366; 1993-27,080)               (363)        (845)         346
  Shares purchased (1994-382,350)            --        12,952          --
  Shares retired (1993-1,304,420)            --           --       (39,224)
                                        ----------------------------------
  Balance, end of year                    29,814       30,177       18,070
                                        ----------------------------------
STOCKHOLDERS' EQUITY                  $  187,084      200,933      225,670
                                        ==================================

*Dividends per share amounted to $1.20 in 1995, 1994 and 1993.



See accompanying notes to consolidated financial statements.



SEAFIELD CAPITAL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
---------------------------------------------------------------------------
Year Ended December 31,                         1995       1994       1993
---------------------------------------------------------------------------
                                                     (In thousands)
OPERATING ACTIVITIES
Earnings (loss) from continuing operations $     (748)    (1,872)    5,618
Adjustments to reconcile earnings (loss) from
 continuing operations to net cash provided
 (used) by continuing operations:
  Depreciation and amortization                12,210     15,099    19,621
  Earnings applicable to minority interests     1,475       (145)    2,331
  Change in trading portfolio, net            (11,766)     2,019       --
  Change in accounts receivable                 2,902      1,856    (7,912)
  Change in accounts payable                      (10)     1,643     1,250
  Income taxes and other, net                  (4,974)    (2,126)   (1,959)
                                             -----------------------------
   Net cash provided (used)
	by continuing operations                 (911)    16,474    18,949
                                             -----------------------------
INVESTING ACTIVITIES
Sales of investments available for sale            83        --        --
Purchases of investments held to maturity     (65,569)   (79,502)      --
Maturities of investments held to maturity     69,459     90,602       --
Purchases of investments                          --         --    (17,604)
Sales or maturities of investments                --         --     20,599
Short-term investments                            --         --     (8,763)
Proceeds of securitization                      1,500      4,000    19,000
Additions to property, plant
  and equipment, net                           (4,370)    (5,445)   (5,689)
Oil and gas investments                          (391)      (914)      (55)
Net increase in notes receivable               (2,507)    (6,456)   (2,213)
Purchase of stock in consolidated subsidiaries    --        (722)   (2,365)
Proceeds from sale of subsidiaries, net        12,054        --        --
Net cash provided (used) by discontinued
 real estate operations                         1,196     (2,023)   10,520
Other, net                                     (1,995)      (812)     (691)
                                             -----------------------------
   Net cash provided (used) by 
    investing activities                        9,460     (1,272)   12,739
                                             -----------------------------
FINANCING ACTIVITIES
Payments under line of credit agreements, net  (2,831)    (1,725)   (6,891)
Proceeds from long-term debt                      --          59       168
Payment of principal on long-term debt            --         (98)   (3,843)
Payment of capital lease                         (169)      (367)      --
Dividends paid                                 (7,723)    (7,638)   (8,059)
Purchase of treasury stock                        --     (12,952)      --
Issuance of common stock                        1,108        840        17
                                             -----------------------------
   Net cash used by financing activities       (9,615)   (21,881)  (18,608)
                                             -----------------------------
Effect of foreign currency translation             21       (186)      165
                                             -----------------------------
Net increase (decrease) in cash and
  cash equivalents                             (1,045)    (6,865)   13,245
Cash and cash equivalents at beginning of year  8,626     15,491     2,246
                                             -----------------------------
Cash and cash equivalents at end of year   $    7,581      8,626    15,491
                                             =============================
Supplemental disclosures of cash flow information:
 Cash paid (received) during the year for:
  Interest                                 $      140        273       539
                                             =============================
  Income taxes, net                        $   (1,693)     1,965     5,726
                                             =============================


See accompanying notes to consolidated financial statements.



SEAFIELD CAPITAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1995, 1994 and 1993

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION
The accompanying consolidated financial statements include the accounts of
Seafield Capital Corporation (Seafield or the Company) and all majority-
owned subsidiaries and joint ventures.  Investments with ownerships of 20% 
to 50% are accounted for by the equity method.

Two publicly-traded subsidiaries are included in the consolidated financial 
statements of Seafield.  LabOne, Inc. (LabOne) was formerly Home Office 
Reference Laboratory, Inc. and is 82% owned.  Response Oncology, Inc. 
(Response) was formerly Response Technologies, Inc. and is 56% owned.

All significant intercompany transactions have been eliminated in 
consolidation.  Certain 1994 and 1993 amounts have been reclassified for 
comparative purposes with no effect on net earnings.

In 1992, Seafield's board of directors approved a plan for the 
discontinuance of real estate operations.  During 1995's fourth quarter, 
Seafield recorded an additional valuation allowance of $6.6 million.  The 
increased allowance reflects values based on recent sales transactions of 
undeveloped land parcels and sales activity at the residential project in 
New Mexico.  In 1994, an after-tax loss of $2.9 million was recorded for a 
sales contract signed in January 1995.  See Note 13 for additional 
information on discontinued real estate operations.

USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS
The preparation of financial statements in conformity with generally 
accepted accounting principles requires management to make estimates and 
assumptions that affect the reported amounts of assets and liabilities and 
disclosure of contingent assets and liabilities at the date of the 
financial statements and the reported amounts of revenues and expenses 
during the reporting period.  Actual results could differ from those 
estimates.

CASH AND CASH EQUIVALENTS
Cash and cash equivalents include demand deposits in banks and overnight 
investments that are stated at cost which approximates market value.

INVESTMENT SECURITIES
Investment securities consist of certificates of deposit, equity 
securities, debt securities and debt obligations of the United States 
government and state and political subdivisions.  Short-term investments 
are securities with maturities of less than one year.

The classification of debt and equity securities as trading, available for 
sale or held to maturity is made at the time of purchase.  Trading 
securities are stated at fair value and unrealized holding gains and losses 
are included in income.  Securities which are classified as available for 
sale are stated at market value.  Securities which the Company has the 
intent and ability to hold to maturity are stated at cost.

The Company calculates the fair value of financial instruments using 
appropriate market information and valuation methodologies.  The additional 
fair value information is included in the notes to the financial statements 
when it is different than the stated value of those financial instruments.  
When the fair value approximates the stated value, no additional disclosure 
is made.

PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment is recorded at cost with depreciation 
provided over the useful lives.  Upon sale or retirement, the costs and 
related accumulated depreciation are eliminated from the accounts.  Any 
resulting gains or losses are included in the determination of net 
earnings.  See Note 4 for additional information on depreciation.

OIL AND GAS INVESTMENTS
The Company's oil and gas investments are accounted for using the full cost 
method.  All costs incurred in acquisition and development are capitalized.  
Depletion is computed on the units of production method based on all proved 
reserves.  All general operating costs are expensed as incurred.

INTANGIBLE ASSETS
The patent process utilized in coating the plates on which blood and urine 
testing is performed is recorded at its acquisition cost and is being 
amortized on a straight-line basis over its remaining life (184 months at 
date of acquisition).

Goodwill is recorded at acquisition as the excess of cost over fair value 
of net assets acquired and is being amortized on a straight-line basis over 
appropriate periods up to twenty years.

IMPAIRMENT OF LONG-LIVED ASSETS
When facts and circumstances indicate potential impairment, the Company 
evaluates the recoverability of carrying values of long-lived assets using 
estimates of undiscounted future cash flows over remaining asset lives.  
When impairment is indicated, any impairment loss is measured by the excess 
of carrying values over fair values.

DISPOSITIONS
The Company sold its 80.1% owned insurance premium finance subsidiary, 
Agency Premium Resource, Inc., during the second quarter of 1995.  The sale 
generated an after-tax gain of $1.5 million.

The Company completed an asset sale by its 79% owned real estate, personal 
property and sales and use tax consulting subsidiary, Tenenbaum and 
Associates, Inc., during the second quarter of 1995.  This subsidiary then 
distributed its assets to shareholders and filed for dissolution.  The 
effect of the sale, distribution and dissolution was an after-tax gain of 
$500,000.

The Company sold its 80% owned underwriting and policy administration 
services subsidiary, International Underwriting Services, Inc., during the 
third quarter of 1995.  The sale generated an after-tax gain of $1 million.

The Company's 74% owned radiopharmaceuticals subsidiary, Pyramid Diagnostic 
Services, Inc. (Pyramid), entered voluntary bankruptcy in the fourth 
quarter of 1995 as a result of an adverse judgment in a lawsuit.  The 
Company fully reserved its investment in this subsidiary and recorded an 
after-tax loss of $1.2 million.  The Company expects the Pyramid bankruptcy 
to be finalized in 1996 with no further financial consequences to the 
Company.

FEDERAL INCOME TAXES
Statement of Financial Accounting Standards No. 109 "Accounting for Income 
Taxes" required a change from the deferred method of accounting for income 
taxes of APB Opinion 11 to the asset and liability method of accounting for 
income taxes.  Under the asset and liability method of Statement 109, 
deferred tax assets and liabilities are recognized for the future tax 
consequences attributable to differences between the financial statement 
carrying amounts of existing assets and liabilities and their respective 
tax bases.  Deferred tax assets and liabilities are measured using enacted 
tax rates expected to apply to taxable income in the years in which those 
temporary differences are expected to be recovered or settled.  Under 
Statement 109, the effect on deferred tax assets and liabilities of a 
change in tax rates was recognized in income in the period that includes 
the enactment date.

OTHER LIABILITIES
The components of "Other Liabilities" on the Consolidated Balance Sheets 
are as follows:

                                   December 31, 1995     December 31, 1994
                                  Current  Noncurrent   Current  Noncurrent
                                  -----------------------------------------
                                                 (In thousands)
Accrued payroll and benefits     $  2,230      1,514      2,191      1,622
Accrued commissions and
  consulting fees                   1,135         41      2,552        184
Other accrued expenses              1,982        --       3,454        --
Other liabilities                     512      1,098      1,316      1,633
                                   ----------------------------------------
                                 $  5,859      2,653      9,513      3,439
                                   ========================================

OTHER INCOME/(LOSS)
The components of "Other Income/(Loss)" on the Consolidated Statements of 
Operations are as follows:

Year ended December 31,                          1995      1994      1993
---------------------------------------------------------------------------
                                                       (In thousands)
Gain/(loss) on dispositions of subsidiaries  $  (1,068)      --        --
Provision for subsidiary bankruptcy             (3,382)      --        --
Provision for litigation costs                     --        --     (1,500)
Other                                             (238)       67      (888)
                                                ---------------------------
                                             $  (4,688)       67    (2,388)
                                                ===========================

RECENTLY ISSUED ACCOUNTING STANDARDS
Statement of Financial Accounting Standards No. 114 "Accounting by 
Creditors for Impairment of a Loan" and No. 118 "Accounting by Creditors 
for Impairment of a Loan - Income Recognition and Disclosures" have been 
implemented for the year ending December 31, 1995.  The adoption of these 
standards has had no significant impact on the Company's financial position 
or results of operations.

Statement of Financial Accounting Standards No. 121 "Accounting for the 
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed 
Of" has been implemented for the year ending December 31, 1995.  The 
adoption of this standard has had no significant impact on the Company's 
financial position or results of operations.

Statement of Financial Accounting Standards No. 123 "Accounting for Stock-
Based Compensation" is required to be implemented for fiscal years 
beginning after December 15, 1995.  The Company does not plan to adopt an 
optional accounting treatment based on the estimated fair value of employee 
stock options allowed by Statement No. 123.  However, presentation of pro 
forma disclosures of net earnings and earnings per share as if the optional 
accounting method had been utilized will be required.

EARNINGS PER SHARE
Earnings per share of common stock are based on the weighted average number 
of shares of common stock outstanding and the common share equivalents of 
dilutive stock options, where applicable:  1995 - 6,454,068, 1994 - 
6,374,952, and 1993 - 6,847,559.



NOTE 2 - BENEFIT PLANS

Effective January 1, 1991, Seafield and certain subsidiaries established a 
savings plan qualifying under Section 401(k) of the Internal Revenue Code 
and a money purchase pension plan.  All salaried employees who have worked 
500 hours within the first six months of employment are eligible to 
participate in the plans.  After the first 12-month period, eligibility is 
measured on a plan-year basis.

Participants in the 401(k) plan may contribute 2% to 10% of annual 
compensation.  Seafield and the participating subsidiaries contribute for 
each participant an amount equal to 50% of the participant's contribution.  
A participant is immediately fully vested with respect to the participant's 
contributions.  A participant is 100% vested with respect to the companies' 
contributions after five years of service.  Both the participants' and the 
companies' contributions are invested by the trustees of the plan at the 
direction of the participants in any one or more of six investment funds, 
one of which is a Seafield Stock Fund.  The matching contributions made by 
Seafield and the participating subsidiaries amounted to $109,000 for 1995, 
$91,000 for 1994 and $87,000 for 1993.

The money purchase pension plan is a defined contribution plan under which 
Seafield and the participating subsidiaries contribute a percentage of a 
participant's annual compensation.  The companies contribute an amount 
equal to 7% of base compensation up to the maximum social security wage 
base ($61,200 in 1995, $60,600 in 1994 and $57,600 in 1993) and 12.7% of 
earnings in excess of this amount up to an annual limit ($150,000 in 1995 
and 1994 and $235,840 in 1993).  Participants become 100% vested after five 
years of service, normal retirement at age 65, or in the event of 
disability or death while employed by the companies.  Contributions to this 
plan by Seafield and the participating subsidiaries were $143,000 for 1995,  
$202,000 for 1994 and $225,000 for 1993.

Seafield has a stock purchase plan which is open to all non-employee 
directors of the Company and employees of the Company and participating 
subsidiaries who are designated by the chairman of the board.  The 
directors may contribute an amount equal to all or part of their directors' 
compensation.  The designated employees may contribute the lesser of 10% of 
their salary or $30,000.  The Company matches each participant's 
contribution at a rate of 50%.  Seafield common stock is purchased on the 
open market each month and each participant receives as many shares as the 
participant's contribution, plus the Company's matching contribution, will 
purchase.  No employees are presently designated to participate.  The 
matching contributions made by Seafield amounted to $39,000, $40,000 and 
$44,000 for the years ended December 31, 1995, 1994 and 1993, respectively.

LabOne, Response and certain other subsidiaries maintain profit sharing 
plans qualifying under Section 401(k) of the Internal Revenue Code.  LabOne 
also has a defined contribution plan.  These subsidiaries contributed 
$1,774,000, $1,666,000 and $1,702,000 to the plans for the years ended 
December 31, 1995, 1994 and 1993, respectively.



NOTE 3 - COMMITMENTS AND CONTINGENCIES

Seafield received a notice during 1992 of proposed adjustments from the 
Internal Revenue Service (IRS) with respect to 1986-87 federal income 
taxes.  Later, the IRS determined to include 1988-90 as a part of its 
review.  In May 1995, the IRS issued a revised notice of proposed 
adjustments to 1986-87 taxes in response to Seafield's protest filed in 
1992.  This revised notice reduced the previously proposed tax of 
approximately $17 million to $13.5 million.  In June 1995, the IRS issued 
proposed adjustments to 1988-1989 federal income taxes.  Additional 
proposed taxes for these years are $182,000.  Also, during 1995 the IRS 
issued tentative proposed federal income tax adjustments for the 1990 year 
totaling approximately $16 million.  In early 1996, the IRS reduced the $16 
million tentatively proposed tax adjustments for the 1990 year to 
approximately $7 million.  The IRS has used these proposed increases in 
federal income taxes to deny Seafield a 1990 claim for refund of $7.6 
million.  Resolution of these matters is not expected during 1996.  
Seafield believes that it has meritorious defenses to many of the 
substantive issues raised by the IRS, and adequate accruals for income tax 
liabilities.

In 1986, a lawsuit was initiated in the Circuit Court of Jackson County, 
Missouri by Seafield's former insurance subsidiary (i.e., Business Men's 
Assurance Company of America) against Skidmore, Owings & Merrill ("SOM") 
which is an architectural and engineering firm, and a construction firm to 
recover costs incurred to remove and replace the facade on the former home 
office building.  Because the removal and replacement costs had been 
incurred prior to the sale of the insurance subsidiary, Seafield negotiated 
with the buyer for an assignment of the cause of action from the insurance 
subsidiary. Thus, any recovery will be for the benefit of Seafield and all 
costs incurred in connection with the litigation will be paid by Seafield.  
Any ultimate recovery will be recognized as income when received and would 
be subject to income taxes.  In September 1993, the Missouri Court of 
Appeals reversed a $5.7 million judgment granted in 1992 in favor of 
Seafield; the Court of Appeals remanded the case to the trial court for a 
jury trial limited to the question of whether or not the applicable statute 
of limitations barred the claim.  The Appeals Court also set aside $1.7 
million of the judgment originally granted in 1992.  A new trial is 
expected in the second quarter of 1996.  The only remaining defendant is 
SOM; settlement arrangements with other defendants have resulted in 
payments to plaintiff which have offset legal fees and costs to date of 
approximately $400,000.  None of the prior or future legal fees or costs 
are recoverable from the remaining defendant, even if the judgment in 
plaintiff's favor is ultimately upheld.  Future legal fees and costs can 
not reliably be estimated.

In 1988, a lawsuit was initiated in the United States District Court for 
the District of New Mexico against Seafield's former insurance subsidiary 
by Lyon Development Company and Jeanne Lyon, d/b/a Lyon and Associates 
Realty, its former partners in the Quail Run real estate project in Santa 
Fe, New Mexico.  The plaintiffs alleged that the project partnership 
agreement was improperly terminated, thus denying them an ongoing interest 
in the project, and the loss of their exclusive real estate brokerage 
arrangement.  The plaintiffs were seeking approximately $11 million in 
actual damages and unspecified punitive damages based upon alleged breaches 
of contract and fiduciary duty and economic compulsion.  After a trial in 
July 1994, the jury returned a verdict absolving Seafield of any liability.  
Subsequent to the trial, the judge awarded Seafield approximately $250,000 
in connection with marketing expenses which the plaintiffs were to have 
repaid, and approximately $64,000 in legal costs, with interest until paid.  
Total legal fees and costs incurred by Seafield and its former insurance 
subsidiary have aggregated approximately $3.6 million.  In February 1996, 
the United States Court of Appeals for the Tenth Circuit affirmed the 
jury's verdict in Seafield's favor, reversed the trial judge's award for 
marketing expenses, and affirmed the trial judge's award of legal costs.  A 
bond posted by one of the plaintiffs/counter defendants secures payment of 
the legal costs awarded by the trial judge and affirmed by the Court of 
Appeals.  Because the Quail Run project was retained by Seafield in 
connection with the sale of its former insurance subsidiary, Seafield 
defended the lawsuit under an indemnification arrangement with the 
purchaser of the former insurance subsidiary; all costs incurred and any 
judgments rendered in favor of the plaintiff have been and will be for the 
account of Seafield.

In the opinion of management, after consultation with legal counsel and 
based upon current available information, none of these lawsuits is 
expected to have a material adverse impact on the consolidated financial 
position or results of operations of Seafield.



NOTE 4 - PROPERTY, PLANT AND EQUIPMENT AND ACCOUNTS AND NOTES RECEIVABLE

A summary of property, plant and equipment is as follows:
                                           Rate of          December 31,
                                        Depreciation       1995     1994
                                       ------------------------------------
                                                           (In thousands)
Property, plant and equipment              5% - 33%    $   65,681   67,930
Less accumulated depreciation                              44,077   42,949
                                                         -----------------
                                                       $   21,604   24,981
                                                         =================

A summary of accounts and notes receivable is as follows:
                                                            December 31,
                                                           1995     1994
                                                         -----------------
                                                           (In thousands)
Accounts receivable                                    $   26,146   37,228
Notes receivable                                            1,083    1,578
Allowance for doubtful accounts                            (3,314)  (4,637)
                                                         -----------------
                                                           23,915   34,169
Less current portion                                       23,565   32,871
                                                         -----------------
                                                       $      350    1,298
                                                         =================

Interest rates on notes receivable were 5% to 9% in 1995 and 1994.  
Included in notes receivable is a loan to an officer of a subsidiary 
aggregating $500,000 at December 31, 1995.  The note, with an interest rate 
of 6.74%, is due in 1996.



NOTE 5 - SECURITIZATION OF RECEIVABLES

In July 1993, a subsidiary of Seafield entered into an extendable two-year 
agreement whereby it can sell undivided interests in a designated pool of 
accounts receivable on an ongoing basis.  The maximum allowable amount of 
receivables to be sold was increased by amendment in August 1994 from $22 
million to $30 million, subject to voluntary reduction by the seller to a 
minimum of $12 million.  As collections reduce accounts receivable in the 
pool, the purchaser permits the subsidiary to apply such collections to 
additional purchases up to the maximum.  The subsidiary had securitized 
receivables of $23 million at December 31, 1994.  The net cash proceeds 
were reported as an investing activity in the accompanying Consolidated 
Statements of Cash Flows.  The securitized receivables were reflected as a 
reduction of accounts receivable in the accompanying Consolidated Balance 
Sheet at December 31, 1994.

The subsidiary did not record a gain or loss on the sales as the costs of 
receivables sold approximated the proceeds.  Receivables of $2.8 million at 
December 31, 1994 were subordinated to undivided interests sold in the 
event of defaults or delinquencies with respect to the underlying 
receivables.  A default reserve is required for the greater of 12% of the 
accounts receivable sold or an amount set forth by a formula based on 
preceding months' default ratios.  

The subsidiary was sold in May 1995.



NOTE 6 - SEGMENT DATA

The following table shows segment information from continuing operations:

Year ended December 31,                    1995         1994         1993
--------------------------------------------------------------------------
                                                   (In thousands)
REVENUES:
  Healthcare services                 $   56,410       45,134       40,882
  Insurance services                      55,862       67,199       74,803
  Other                                    7,272       11,945       14,182
                                        ----------------------------------
    Total revenues                    $  119,544      124,278      129,867
                                        ==================================
OPERATING EARNINGS (LOSS):
  Healthcare services                 $   (3,687)      (5,272)         158
  Insurance services                       7,179        8,966       15,441
  Other                                   (3,858)      (1,041)      (3,145)
  Corporate investment and other income    1,522        1,594        8,470
  Corporate expense                       (6,868)      (5,284)      (5,738)
  Interest expense                          (124)        (300)        (246)
                                        ----------------------------------
  Earnings (loss) before income taxes
    and minority interests                (5,836)      (1,337)      14,940
  Income taxes                             6,563         (680)      (6,991)
  Minority interests                      (1,475)         145       (2,331)
                                        ----------------------------------
    Earnings (loss) from continuing
      operations                      $     (748)      (1,872)       5,618
                                        ==================================

IDENTIFIABLE ASSETS:
  Healthcare services                 $   39,035       35,683       41,067
  Insurance services                      74,817       99,301      101,945
  Net assets of discontinued operations   42,215       50,011       52,596
  Other                                   66,905       60,392       77,962
                                        ----------------------------------
    Total identifiable assets         $  222,972      245,387      273,570
                                        ==================================

Operating earnings (loss) are revenues less expenses other than corporate 
and interest expense, net of intersegment transactions.  Depreciation and 
amortization amounts for 1995, 1994 and 1993 were $8,590,000, $11,836,000 
and $16,474,000, respectively.  Goodwill amortization for 1995, 1994 and 
1993 was $3,620,000, $3,263,000 and $3,147,000, respectively.  In January 
1994, approximately $13 million of the $78 million other identifiable 
assets was used to purchase 382,350 shares of Seafield common stock from an 
institutional shareholder in a single transaction.  Capital expenditures 
and depreciation and amortization expense for the significant segments are 
as follows:

                                           1995         1994         1993
                                        ----------------------------------
                                                   (In thousands)
Healthcare services:
  Capital expenditures                $    3,032        3,194        3,606
                                        ==================================
  Depreciation and amortization       $    3,381        2,761        2,014
                                        ==================================
Insurance services:
  Capital expenditures                $    1,437        2,030        1,877
                                        ==================================
  Depreciation and amortization       $    3,326        6,547        9,255
                                        ==================================



NOTE 7 - INCENTIVE STOCK OPTION PLAN

Seafield has three Stock Option Plans which provide for Qualified and 
Nonqualified Stock Options, Stock Appreciation Rights (SAR's) and 
restricted stock awards to key employees and directors.  The plans entitle 
the grantee to purchase shares at prices ranging from 75% to 110% of the 
fair market value at date of grant during terms up to ten years.  All 
options have been awarded at 100% of fair market value.  SAR's may be 
issued in tandem with stock options and entitle the holder to elect to 
receive the appreciated value in cash.  Restricted stock awards were rights 
to receive or retain shares in payment of compensation earned or to be 
earned.  During 1995, restricted stock awards of 60,604 shares became 
vested and were issued.  As of December 31, 1995, there were no restricted 
stock awards outstanding.  The following presents a summary of stock 
options activity for the three years ended December 31, 1995:

                                        Number of             Option
                                          Shares               Price
--------------------------------------------------------------------------
Outstanding December 31, 1992            753,713        $ 21.500 - 43.250
Granted                                   33,500          32.000 - 34.875
Exercised                                107,617          21.500 - 31.000
Terminated or forfeited                   46,335          21.500 - 43.250
                                       -----------------------------------
Outstanding December 31, 1993            633,261          21.500 - 34.875
Exercised                                 56,998          28.000 - 31.000
Terminated or forfeited                    1,000          31.000 - 31.000
                                       -----------------------------------
Outstanding December 31, 1994            575,263          21.500 - 34.875
Exercised                                392,263          21.500 - 31.000
                                       -----------------------------------
Outstanding December 31, 1995            183,000        $ 21.500 - 34.875
                                       ===================================

Options for 173,665 shares were exercisable at December 31, 1995 and 
130,000 shares were available to be awarded.  The difference between the 
per share exercise price and the cost per share of the treasury stock 
issued for stock options exercised increased paid-in capital by $745,000 in 
1995 and decreased paid in capital by $5,000 in 1994.  Additionally, 
Seafield maintains a Stock Purchase Plan under which each participant's 
contribution is matched at a rate of 50%.  Seafield common stock is 
purchased on the open market each month.  Of the 100,000 shares registered 
under this plan, 66,345 shares were eligible for issuance at December 31, 
1995.



NOTE 8 - LEASE COMMITMENTS

Seafield and subsidiaries lease office space, equipment, land and buildings 
under various, noncancelable leases that expire over the next several 
years. Rental expense for these leases during 1995, 1994 and 1993 amounted 
to $3,302,000, $3,868,000 and $3,038,000, respectively.

Future minimum lease payments under these agreements as of December 31, 
1995 are as follows:

                               Year          Amount
                              -------------------------
                                         (In thousands)
                               1996         $ 2,724
                               1997           2,098
                               1998           1,338
                               1999             898
                               2000             599
                               Thereafter     1,092



NOTE 9 - INVESTMENT SECURITIES

A summary of investment securities information relating to quoted market 
values and holding gains and losses at December 31, 1995 and 1994 is in the 
following table.

                                            Amount at
                                              Which         
                  Amortized      Market      Shown in       
                    Cost         Value       Balance      Holding   Holding
                                              Sheet        Gains     Losses
---------------------------------------------------------------------------
                                          (In thousands)
December 31, 1995
-----------------

Available for Sale
------------------
  Common stock    $       4            4            4        --         --
  Preferred stock     3,515        3,515        3,515        --         --
                   --------------------------------------------------------
                  $   3,519        3,519        3,519        --         --
                   ========================================================

Held to Maturity
----------------
Obligations of states
    and political
    subdivisions  $   6,848        6,840        6,848         3        (11)
  Canadian 
    government notes  3,955        3,955        3,955        --         --
  Certificate of
    deposit             362          362          362        --         --
  Notes receivable      183          183          183        --         --
                   --------------------------------------------------------
                  $  11,348       11,340       11,348         3        (11)
                   ========================================================

December 31, 1994
-----------------

Available for Sale
------------------
  Common stock    $      56           88           56         32        --
  Preferred stock     3,515        3,515        3,515         --        --
                   --------------------------------------------------------
                  $   3,571        3,603        3,571         32        --
                   ========================================================

Held to Maturity
----------------
  U.S. treasury
    securities    $   3,031        3,069        3,031         38        --
  Obligations of states
    and political
    subdivisions      7,888        7,916        7,888         35        (7)
  Canadian
    government notes  3,326        3,326        3,326         --        --
  Certificate of
    deposit             100          100          100         --        --
  Notes receivable      326          326          326         --        --
                   --------------------------------------------------------
                  $  14,671       14,737       14,671         73        (7)
                   ========================================================

At December 31, 1995, debt securities will mature as follows:

                                                   Within        Between 1
                                                   1 Year       and 5 Years
                                                 --------------------------
                                                        (In thousands)
Available for sale                            $       --             3,515
                                                 ==========================
Held to Maturity                                   10,480              506
                                              $  ==========================

The proceeds from sales of available for sale securities and the gross 
realized gains and losses on those sales are in the following table.  Cost 
is determined by specific identification for computing realized gains and 
losses.

Year ended December 31,                     1995         1994         1993
---------------------------------------------------------------------------
                                                   (In thousands)
  Proceeds                             $     83           --           --
                                         ==================================
  Gross realized gains                 $     34           --           --
                                         ==================================
  Gross realized losses                      (3)          --           --
                                       $ ==================================

Trading securities primarily include United States treasury securities, 
common stock, money market funds and obligations of states and political 
subdivisions and totaled $65 million and $54 million at December 31, 1995 
and 1994, respectively.  The changes in net unrealized holding gains and 
losses on trading securities that have been included in earnings are losses 
of $485,000 and $2.2 million for the years ended December 31, 1995 and 
1994, respectively, and a gain of $463,000 for the year ended December 31, 
1993.

Seafield has investments in two majority-owned entities that are publicly-
traded.  At December 31, 1995, based on the market prices of publicly 
traded shares of these two subsidiaries, pretax unrealized gains of 
approximately $130 million ($20.11 per share) on these investments were not 
reflected in either Seafield's book value or stockholders' equity.



NOTE 10 - INCOME TAXES

Seafield and those subsidiaries that are eligible file a consolidated U.S. 
federal income tax return.  Prior to consolidation in Seafield's federal 
income tax return, various subsidiaries generated taxable losses of 
approximately $6.5 million. These net operating loss carryforwards are 
usable only against future taxable income of the corporation that generated 
the losses. Upon the disposition of the stock, in 1992, of the former 
employee benefits consulting services subsidiary, $4.1 million of net 
operating loss carryforwards were reattributed to Seafield.  In 1994 and 
1993, Seafield utilized approximately $1.1 million and $1.6 million of 
these reattributed losses, thereby reducing income tax expense by $389,000 
and $534,000, respectively.  The remainder of these net operating loss 
carryforwards will begin to expire in the year 2006.

During 1995, Seafield generated approximately $6.6 million in current 
capital losses that exceeded capital gains.  These losses are carried 
forward through the year 2000.  Also, deferred capital losses of $5.7 
million were generated on the write-off of Seafield's radiopharmaceutical 
subsidiary.  Deferred income tax assets have been generated by these 
losses.  Future realization of these tax assets or any existing deductible 
temporary differences or carryforwards ultimately depends on the existence 
of sufficient taxable income of the appropriate character within the 
carryover period.  When it becomes more likely than not that a deferred tax 
asset will not be realized, a valuation allowance is accrued against that 
deferred tax asset.

During 1995 and 1993, Response utilized approximately $1,710,000 and 
$1,374,000 of available federal net operating loss carryforwards resulting 
in tax benefits of $667,000 and $522,000, respectively. Response is not 
included in Seafield's consolidated federal income tax return. Response has 
remaining federal net operating loss carryforwards of approximately $4.9 
million that are limited by the Internal Revenue Code and are available to 
offset only $475,000 of taxable income per year.  These limited federal net 
operating losses are available annually until 2005.  Response also has 
approximately $1,345,000 of federal net operating loss carryforwards which 
are not limited as to their utilization.  These begin to expire in 2005.

The components of the provision (benefit) for income taxes on income from 
continuing operations are as follows:

Year Ended December 31,                    1995         1994         1993
--------------------------------------------------------------------------
                                                   (In thousands)
Current:
  Federal                             $   (1,785)       1,244        6,638
  State                                      186          473        1,424
  Foreign                                    170          769        1,311
                                        ----------------------------------
                                          (1,429)       2,486        9,373
                                        ----------------------------------
Deferred:
  Federal                                 (4,203)      (1,674)      (1,867)
  State                                   (1,025)          73         (426)
  Foreign                                     94         (205)         (89)
                                        ----------------------------------
                                          (5,134)      (1,806)      (2,382)
                                        ----------------------------------
                                      $   (6,563)         680        6,991
                                        ==================================

Earnings (loss) before income taxes:
  Domestic                            $   (6,410)      (2,440)      12,281
  Foreign                                    574        1,103        2,659
                                        ----------------------------------
                                      $   (5,836)      (1,337)      14,940
                                        ==================================


The reconciliation of income tax attributable to continuing operations 
computed at federal statutory tax rates to income tax expense is as 
follows:

Year Ended December 31,                    1995         1994         1993
--------------------------------------------------------------------------
                                                   (In thousands) 
Computed expected tax expense(benefit) $  (1,984)        (454)       5,079
State income taxes, net of federal benefit  (564)         348          806
Goodwill amortization                      1,214        1,087        1,070
Tax exempt interest and dividends           (152)        (302)        (201)
Tax benefits not available for
  subsidiary losses                          261        1,063          156
Losses on sale of subsidiaries            (4,239)          --           --
Deferred tax on unremitted earnings of 
  foreign subsidiaries                       175           --           --
Other, net                                  (456)        (799)         530
Utilization of federal net operating loss   (902)        (389)        (768)
Foreign tax in excess of U.S. rate            84          126          319
                                        ----------------------------------
Actual income tax expense (benefit)    $  (6,563)         680        6,991
                                        ==================================

Effective rate                               112%        (51%)         47%


The significant components of deferred income tax assets and liabilities 
are as follows:

December 31,                               1995         1994         1993
--------------------------------------------------------------------------
                                                   (In thousands)
Current deferred income tax assets (liabilities):
Valuation allowance on stock
   investments                        $      269          661          255
Allowance on accounts receivable             703        1,008          994
Excess book expense accruals                 718          877          629
Excess book accrued legal fees                --           --          572
Excess book partnership expenses              --           --           57
Other                                        (22)          35         (164)
Federal net operating loss carryforwards     151           43           --
State net operating loss carryforwards       923            8           80
                                        ----------------------------------
Gross current deferred income tax assets   2,742        2,632        2,423
Current valuation allowance               (1,202)        (866)        (802)
                                        ----------------------------------
Net current deferred income tax assets     1,540        1,766        1,621
                                        ----------------------------------

Non-current deferred income tax assets (liabilities):
Valuation allowances on investments        2,151           19           19
Excess book (tax) expense accruals           392          321          326
Excess book (tax) accrued legal fees          --           --           27
Excess book (tax)partnership expenses        123          244          (37)
Excess book (tax) oil and gas expenses       842          449          210
Excess book (tax) depreciation and
  amortization                             1,048          900          (51)
Alternative minimum tax credit               233          188          127
Other                                       (150)         (90)      (1,216)
Capital loss carryforwards                 2,888           --           --
Federal net operating loss carryforwards   2,360        4,102        3,868
State net operating loss carryforwards       602        1,304        1,062
                                        ----------------------------------
Gross non-current deferred
  income tax assets                       10,489        7,437        4,335
Valuation allowance for non-current
  deferred income tax assets              (3,490)      (5,722)      (5,058)
                                        ----------------------------------
Net non-current deferred
  income tax assets (liabilities)          6,999        1,715         (723)
                                        ----------------------------------
Net deferred income tax
  assets (liabilities)                $    8,539        3,481          898
                                        ==================================

The valuation allowance as of January 1, 1993 was approximately $6,330,000.
The valuation allowance decreased during 1995 by approximately $1,896,000, 
increased by $728,000 during 1994 and decreased by $470,000 during 1993.



NOTE 11 - INTANGIBLE ASSETS

The cost and accumulated amortization of intangible assets are as follows:

December 31,                                             1995        1994
---------------------------------------------------------------------------
                                                           (In thousands)
Goodwill - excess of cost over fair value
    of net assets acquired                           $   29,804      43,571
Less accumulated amortization                            11,774      16,297
                                                       --------------------
                                                         18,030      27,274
                                                       --------------------
Laboratory patent, antibodies, antigens,
    and nicotine screens                                  8,000      11,845
Less accumulated amortization                             6,739      10,062
                                                       --------------------
                                                          1,261       1,783
                                                       --------------------

Other intangible assets                                     252       1,300
Less accumulated amortization                                66       1,039
                                                       --------------------
                                                            186         261
                                                       --------------------
Intangible assets, net of accumulated amortization   $   19,477      29,318
                                                       ====================

Any excess of the cost over the fair value of the net assets purchased is 
being amortized on a straight line basis over 5 to 20 years. The laboratory 
patent process is being amortized over 184 months from date of acquisition 
while antibodies, antigens, and nicotine screens are being amortized over 
their estimated remaining useful lives. 



NOTE 12 - NOTES PAYABLE

Notes payable are as follows:

December 31,                           1995                    1994         
---------------------------------------------------------------------------
                            Maturities  Maturities  Maturities  Maturities
                            Due Within   Due After  Due Within   Due After
                             One Year     One Year   One Year     One Year
                             ----------------------------------------------
                                             (In thousands)
Prime line of credit, secured
  by accounts receivable 
  of $1,964,000                     --        --         2,475         --
Prime + 1 1/2% line of credit
  secured by accounts receivable
  of $1,241,000                     --        --           268         --
Other                               --        --            80          8
                              ---------------------------------------------
                            $       --        --         2,823          8
                              =============================================

Line of credit agreements totaled $7.5 million at December 31, 1995 and 
expire in 1996.  Available borrowings under these agreements amounted to 
$7,500,000.  Affiliates' debt at December 31, 1995 totaled $493,000 which 
arose under lines of credit.  The Consolidated Statements of Operations 
include interest expense totaling $124,000, $309,000, and $527,000 in 1995, 
1994 and 1993, respectively.  The weighted average interest rates on 
borrowings outstanding for 1995 and 1994 were 8.82% and 6.57%, 
respectively.



NOTE 13 - DISCONTINUED OPERATIONS

Operations of Discontinued Real Estate Segment

In 1992, Seafield's board of directors approved a plan to discontinue real 
estate operations.  As a result of this decision, a $6 million after-tax 
loss provision for estimated write-downs and costs through final 
disposition was included in the discontinued real estate's 1992 loss.  
Additional after-tax losses of $2.9 million and $6.6 million were recorded 
in 1994 and 1995, respectively.  The 1994 loss was recorded for a sales 
contract signed in January 1995.  The 1995 increase in the valuation 
allowance reflects values based on recent sales transactions of undeveloped 
land parcels and sales activity at the residential project in New Mexico.  
The remaining real estate assets will be sold as soon as practicable.

A summary of discontinued real estate operations follows:

Year Ended December 31,                    1995         1994         1993
--------------------------------------------------------------------------
                                                   (In thousands)

Revenues                             $    11,912       11,991       18,320
                                       ===================================
Loss                                 $   (10,000)      (4,400)         --
Income tax benefits                       (3,400)      (1,496)         --
                                       -----------------------------------
Net loss                             $    (6,600)      (2,904)         --
                                       ===================================

Net Assets of Discontinued Real Estate Segment

A summary of the net assets of the discontinued real estate operations 
follows:

December 31,                                            1995         1994
--------------------------------------------------------------------------
                                                          (In thousands)
Assets
  Current assets                                    $     281          956
  Real estate                                          35,021       38,584
  Other non-current assets                              8,979       13,555
                                                      --------------------
   Total assets                                        44,281       53,095
                                                       -------------------

Liabilities
  Current liabilities                                     777          209
  Non-current liabilities                               1,289        2,875
                                                      --------------------
  Total liabilities                                     2,066        3,084
                                                      --------------------
Net Assets                                          $  42,215       50,011
                                                      ====================

At December 31, 1995, real estate debt totaled $7.6 million, of which $6.3 
million was recourse debt.



NOTE 14 - QUARTERLY FINANCIAL DATA (UNAUDITED)


Summarized 1995 quarterly financial data is as follows:

                                  Mar. 31,   Jun. 30,   Sep. 30,   Dec. 31,
Quarter Ended                       1995       1995       1995       1995
---------------------------------------------------------------------------
                                   (In thousands except per share amounts)

Revenues                        $  33,428     32,764     28,226     25,126
                                  ========================================

Earnings (loss) from
  continuing operations         $    (567)     1,643     (1,591)      (233)
Loss from discontinued real
  estate operations                   --         --         --      (6,600)
                                  ----------------------------------------
Net earnings (loss)             $    (567)     1,643     (1,591)    (6,833)
                                  ========================================

Per share:
  Earnings (loss) from
    continuing operations       $    (.09)       .26       (.25)      (.04)
  Loss from discontinued real
    estate operations                  --         --         --      (1.02)
                                  ----------------------------------------
Net earnings (loss)             $    (.09)       .26       (.25)     (1.06)
                                  ========================================

Dividends paid per share        $     .30        .30        .30        .30
                                  ========================================
Stock prices:
  High                          $  38 3/4     40 5/8     38         37 1/2
  Low                           $  32 1/8     34         33         33 1/4


Summarized 1994 quarterly financial data is as follows:

                                  Mar. 31,   Jun. 30,   Sep. 30,   Dec. 31,
Quarter Ended                       1994       1994       1994       1994
---------------------------------------------------------------------------
                                   (In thousands except per share amounts)

Revenues                        $  29,550     30,934     31,557     32,237
                                  ========================================

Earnings (loss) from
  continuing operations         $     648         47     (1,745)      (822)
Loss from discontinued real
  estate operations                   --         --         --      (2,904)
                                  ----------------------------------------
Net earnings (loss)             $     648         47     (1,745)    (3,726)
                                  ========================================

Per share:
  Earnings (loss) from
    continuing operations       $     .10        .01       (.27)      (.12)
  Loss from discontinued real
    estate operations                  --         --         --       (.46)
                                  ----------------------------------------
Net earnings (loss)             $     .10        .01       (.27)      (.58)
                                  ========================================

Dividends paid per share        $     .30        .30        .30        .30
                                  ========================================
Stock prices:
  High                          $  41 1/4     40 1/2     38 1/4     37 1/4
  Low                           $  33 1/2     38 1/2     35 1/2     30 3/4


See Note 13 of Notes to Consolidated Financial Statements for a description 
of discontinued operations which affected the results of operations for the 
quarters shown above.  Quarterly earnings per share amounts may not add to 
the annual earnings per share amounts due to the effect of common stock 
equivalents and the timing of treasury stock purchases and net earnings.



                 SEAFIELD CAPITAL CORPORATION AND SUBSIDIARIES
                                  Schedule II
                 Valuation and Qualifying Accounts and Reserves

---------------------------------------------------------------------------
                                       Additions
                                   -----------------
                                   Charged   Charged
                       Balance at  to Costs to Other             Balance at
                        Beginning    and    Accounts-              End of
Description             of Year    Expenses Describe  Deductions*   Year
---------------------------------------------------------------------------
                                       (In thousands)
Year ended December 31, 1995
Accounts and notes receivable - 
    allowance for
    doubtful accounts   $ 4,637    2,935      --         4,258      3,314

Year ended December 31, 1994
Accounts and notes receivable - 
    allowance for
    doubtful accounts     4,589    2,671      --         2,623      4,637

Year ended December 31, 1993
Accounts and notes receivable - 
    allowance for
    doubtful accounts     2,385    3,068       --          864      4,589


* Uncollectible accounts written-off



                  SEAFIELD CAPITAL CORPORATION AND SUBSIDIARIES
                                   Schedule III
                     Real Estate and Accumulated Depreciation
                                December 31, 1995
                                  (Page 1 of 2)


                                  Costs Capitalized       Gross Amount 
                 Initial Cost         Subsequent        At Which Carried
                  to Company        to Acquisition    at December 31, 1995
               -----------------  -----------------  ----------------------
                       Buildings &                         Buildings &
                        Improve-  Improve- Carrying         Improve-
Description      Land    ments     ments    Costs   Land     ments    Total
-------------------------------   -----------------  ----------------------
                                    (In thousands)
Land Investments/
Developments:
Houston, TX   $  6,158      49    1,014    1,553    4,321       --    4,321
Tulsa, OK          754      --       --               754       --      754
Ft Worth, TX    11,501      --       91       --    7,720       --    7,720
Ft Worth, TX     3,886      --       --       --    3,886       --    3,886
Ft Worth, TX     2,770      --       --       42    2,812       --    2,812
Ft Worth, TX     4,633      --       --       --    4,633       --    4,633
Ft Worth, TX     1,000      --       --       --      665       --      665
Olathe, KS       3,292      --       46       --    2,484       --    2,484

Parking:
Reno, NV            --   5,277       19       --       --    5,296    5,296

Residential:
Juno Beach, FL   8,400      --   24,343    2,246      223    3,783    4,006
Juno Beach, FL   5,340      --    8,626      443    1,105    2,580    3,685
Santa Fe, NM     4,576      --   65,122   17,054    1,369   27,711   29,080
             --------------------------------------------------------------
              $ 52,310   5,326   99,261   21,338   29,972   39,370   69,342
                ==================================================

Reserves                                                            (33,028)
                                                                    -------
Net real estate before depreciation                                  36,314
Accumulated depreciation                                             (1,293)
                                                                    -------
Net real estate                                                    $ 35,021
                                                                    =======



                  SEAFIELD CAPITAL CORPORATION AND SUBSIDIARIES
                                   Schedule III
                     Real Estate and Accumulated Depreciation
                                December 31, 1995
                                  (Page 2 of 2)


                                                  Date
                              Accum.    Tax      Constr.     Date      Depr.
Description        Reserves    Depr.   Basis      Began    Acquired    Life
---------------------------------------------------------------------------
                                  (In thousands)
Land Investments/
Developments
Houston, TX            890      --      4,615       --        1974       --
Tulsa, OK              579      --        754       --        1980       --
Ft Worth, TX         5,404      --      7,495       --        1986       --
Ft Worth, TX         3,487      --      3,886       --        1986       --
Ft Worth, TX         2,642      --      1,932       --        1984       --
Ft Worth, TX         4,327      --      2,203       --        1989       --
Ft Worth, TX           629      --        665       --        1986       --
Olathe, KS              --      --      2,681       --        1991       --

Parking:
Reno, NV             1,500   1,293      4,572       --        1989    20 yrs

Residential:
Juno Beach, FL       4,100      --      1,043      1985       1983       --
Juno Beach, FL          --      --      4,297      1989       1983       --
Santa Fe, NM         9,470      --     23,044      1987       1985       --
                    ------------------------
                    33,028   1,293     57,187
                    =========================



                  SEAFIELD CAPITAL CORPORATION AND SUBSIDIARIES
                                   Schedule III
                     Real Estate and Accumulated Depreciation
                           Reconciliation Between Years


A) Reconciliations of total real estate carrying value for the three years 
ended December 31, 1995 are as follows:

                                            1995         1994         1993
---------------------------------------------------------------------------
                                                    (In thousands)
Balance at beginning of year           $   39,665       38,921       46,346

Additions during year:
  Improvements                             16,539       11,689        7,014
  Consolidate joint venture                   --         3,292          --
                                         ----------------------------------
                                           56,204       53,902       53,360

Deductions during year:
  Value of real estate sold                 9,890        9,837       14,439
  Provision for loss on sale of
    real estate                            10,000        4,400          --
                                         ----------------------------------
                                           19,890       14,237       14,439
                                         ----------------------------------
Balance at end of year                 $   36,314       39,665       38,921
                                         ==================================


B) Reconciliations of accumulated depreciation for the three years ended
   December 31, 1995 are as follows:

                                            1995         1994         1993
---------------------------------------------------------------------------
                                                    (In thousands)
Balance at beginning of year           $    1,081          868          655

Additions during year - depreciation          212          213          213
                                         ----------------------------------
                                            1,293        1,081          868

Deductions during year - accumulated
  depreciation of real estate sold            --           --           --
                                         ----------------------------------
Balance at end of year                 $    1,293        1,081          868
                                         ==================================