UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C. 20549

                             __________________


                                  FORM 10-K

          [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934

                 For the Fiscal Year Ended December 31, 1996


                         Commission File No. 0-1392

                       CENTRAL COAL & COKE CORPORATION
            (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                     <C>
    Delaware                                                     44-0195290
__________________                                       __________________
(State or other jurisdiction                               (I.R.S. Employer
of incorporation or organization)                       Identification No.)

127 West 10th Street, Suite 666, Kansas City, Missouri                64105
______________________________________________________                _____
(Address of Principal Executive Offices)                         (Zip Code)
</TABLE>

 Registrant's telephone number, including area code:   816/842-2430
                                                       ____________

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

<TABLE>
<CAPTION>
                                                   NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS                                        WHICH REGISTERED
___________________                                ________________________
<S>                                                <C>
          None                                             None
</TABLE>

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                       Common stock ($1 par value)
                       ___________________________
                            (Title of Class)

     Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter

<PAGE>  2

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. [ X ]

     The aggregate market value of the voting stock held by nonaffiliates
of the registrant (173,167 shares), as of February 14, 1997 was
$5,281,593.50.

The number of shares outstanding of the issuer's only class of common stock
as of December 31, 1995, is as follows:

             Common Stock ($1.00 Par Value) . . . . . . 365,366
       (This figure does not include 11,322 shares of treasury stock)

                    DOCUMENTS INCORPORATED BY REFERENCE

     Portions of the Annual Report to security holders for fiscal year
ended December 31, 1996, captioned "Selected Consolidated Financial Data,"
"Management's Discussion & Analysis of Financial Condition & Results of
Operations" and "Market for Registrant's Common Equity and Related
Stockholder Matters."  (Part II)

     Definitive Proxy Statement furnished to security holders and the
Securities and Exchange Commission on March 20, 1997, relative to the
Annual Meeting of Stockholders to be held on April 16, 1997.  (Part III)


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                                  PART I

ITEM 1.  BUSINESS

     (a)  GENERAL DEVELOPMENT OF BUSINESS.  During the year 1993, the
registrant formed a new wholly-owned subsidiary corporation which was
authorized to become involved in a newly created fast food bagel and
delicatessen business located in Athens, Ohio, near the campus of Ohio
University.  The business commenced operation during the fourth quarter of
1993.  A second facility located in Columbus, Ohio, near the campus of Ohio
State University, opened during the third quarter of 1994.  As of December
31, 1994, the subsidiary was merged with and into Beekman's Deli Systems,
Limited Liability Company, an Ohio limited liability company in which the
registrant is a majority member and a wholly-owned subsidiary of the
registrant is the only other member, and this business segment is now being
conducted by the limited liability company.  A third facility was opened in
State College, Pennsylvania in the third quarter of 1995, and a lease was
signed on a new facility located in an area of San Diego, California known as
Pacific Beach early in 1996.  The results of operation of the Pacific Beach
location have been disappointing and it is scheduled to be closed upon
termination of the Lease as of March 31, 1997.  The registrant had invested
approximately $819,000 in the aggregate in this venture as of December 31,
1996.  Other than the expansion of that venture, since the beginning of the
fiscal year there have been no material changes or developments in the
business done or intended to be done by registrant.  However, as described
more fully in Management's Discussion & Analysis of Financial Condition &
Results of Operations described in Item 7 of this report, it had previously
been anticipated that the business of that venture would be expanded into

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<PAGE>  4

additional locations but the operating results of the venture have been
mixed, and management of the registrant is rethinking its strategy.  The
initial two locations operate profitably, but overall profitability has not
been achieved, and the registrant may not follow through with the anticipated
expansion.  Also, management continues to investigate other activities
involving deployment of registrant's assets in an effort to increase
earnings.  Since the beginning of the fiscal year, there have been no
bankruptcy, receivership or similar proceedings with respect to the
registrant; there has been no material reclassification, merger or
consolidation of the registrant; there has been no acquisition or disposition
of any material amount of assets otherwise than in the ordinary course of
business; and there has been no material change in the mode of conducting the
business of the registrant.

     (b)  FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS.  During the year
1996, the registrant had two reportable segments which are identified as the
Energy Business Segment and the Retail Food Business Segment.  See footnote
10 to the accompanying consolidated financial statements for more detail as
to these separate Business Segments and financial information with respect
thereto.  There were no separate segments of the registrant prior to 1993.

     (c)  NARRATIVE DESCRIPTION OF BUSINESS.  One business activity of the
registrant consists of the management of its interests in real properties and
as discussed above is now identified as the Energy Business Segment.  Such
real property interests have been held and managed by registrant for lease to
others for exploration for and the extraction of coal and oil and gas and for
surface use.  From time to time sales of portions of such properties have
been made.  During 1994 the registrant sold forty (40) acres of surface land
located in Macon County, Missouri and the timber rights on some adjoining
property which generated a gain of approximately $33,000, and in 1995 sold

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<PAGE>  5

approximately 4.41 additional acres of surface land in that county generating
a gain of $2,141.58 and 40 additional acres of timber rights were sold for
$8,900.  In 1996 the registrant sold 7.25 acres of real property in Sebastian
County, Arkansas, for $6,050, and in 1995 had sold 103 acres of surface land
in that county for a gain of $56,768.  Also sold in 1996 was 45 acres of real
property in Pittsburg County, Oklahoma for $31,500.  The properties owned at
the end of the fiscal year are described in Item 2.  As described more fully
in Item 1(a) above, a subsidiary of the registrant began operation in late
1993 of a fast food bagel and delicatessen business located in Athens, Ohio,
and opened an additional facility in Columbus, Ohio in 1994, and State
College, Pennsylvania in 1995, and Pacific Beach in San Diego, California in
1996.  Additionally, the registrant continues to examine and evaluate the
deployment of its assets and owned and operated enterprises as described
above.  During the last five years, the registrant reviewed at least six
possible new business opportunities in addition to the fast food bagel and
delicatessen business described above, resulting in a formal bid for one
company which was not accepted, rejected two other opportunities as not
suitable, and another such opportunity reviewed was taken off the market.
Also, during 1993 the registrant commenced a voluntary program of
reforestation on reclaimed open pit coal mining property located in Arkansas
and Oklahoma.  The program was not federally or state mandated, but was
undertaken to enhance the value of its real property and in furtherance of
its concept of social responsibility.  Some additional reforestation on its
properties in Arkansas has been commenced in line with this program, but it
is not anticipated that the expenses in connection therewith will exceed
$2,000.  Thus, the financial impact upon the registrant, both in terms of
short-term expenditures and future income should not be material.

     Another business activity of registrant consists of the ownership and

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<PAGE>  6

management of its investment portfolio of marketable securities and United
States government and agency obligations.

     Other than as described above, the registrant produces no products nor
renders any services; however, oil, gas, and coal are extracted by lessees
from properties owned by the registrant as more fully explained in Item 2.

     Other than the fast food bagel and delicatessen business described
above, there have been no new products nor industry segments requiring the
investment of a material amount of assets of the registrant, and there have
been no public announcements nor has information otherwise become public
involving any such new products or industry segments.

     Raw materials are not essential to registrant's businesses.

     There are no patents, trademarks, licenses, franchises and concessions
held by registrant, other than a U.S. Service Mark for the service mark
"BAGELWICH," and a pending U.S. Service Mark Application for registration of
the service mark "BEEKMAN'S BAGEL" held by a subsidiary of registrant in
connection with the fast food bagel and delicatessen business described
above.

     To the extent that the fast food bagel and delicatessen facilities are
located at or near college campuses as described above, sales are somewhat
greater when school is in regular session and the full student body is
present on campus, and this could be considered "seasonal."  Other than that,
no  business of any industry segment of the registrant is or may be seasonal.

     The registrant has no significant practices relating to working
capital since it carries no significant amount of inventory and does not
provide extended payment terms to customers.

     Bethlehem Steel Corporation was the lessee under a coal lease from
registrant for a term of 40 years commencing in June, 1969, providing for
minimum royalties of $50,000 annually for each of the first three years and

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<PAGE>  7

$90,000 annually for the next 36 years, together with provisions for
royalties of 22-1/2 cents per ton of coal mined and shipped against which
the minimum royalties are to be applied.  On October 1, 1984, this lease
was amended to increase the royalty to the greater of $1.00 per ton or 3%
of the F.O.B. mine selling price for all coal paid for by actual royalty or
minimum royalty after that date, and Bethlehem assigned the lease to
another.  A portion of the leased property was subsequently subleased to
another party, but Bethlehem continues to guarantee the total royalty
payment.  A small amount of mining has been done on the lease.  The loss of
the revenues from this lease would result in a material diminution in the
income of registrant, but the registrant has no reason to believe that the
lessee has either the legal right or intention to cease making the required
payments thereunder.


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<PAGE>  8

      Except as discussed above, there are no customers to which sales are
made in an amount which equals ten percent or more of the registrant's
consolidated revenue.

     Registrant's businesses do not have any backlog of unfilled orders.

     No material portions of the businesses of registrant may be subject to
renegotiation of profits or termination of contracts or subcontracts at the
election of the Government.

     There are no competitive conditions in the businesses in the
registrant's Energy Business Segment which have a material impact on its
operations.  As to the Retail Food Business Segment, competition is
vigorous in all markets as a part of the retail fast food industry, but it
is too early in the development of this business segment to be able to
evaluate any material impact on its operations.

     Registrant spent no money during any of the last three fiscal years on
material company-sponsored research and development activities as
determined in accordance with generally accepted accounting principles.  In
addition, registrant spent no money during such years on material customer-
sponsored research activities relating to the development of new products,
services or techniques or the improvement of existing products, services or
techniques.

     Compliance with Federal, State and local provisions regulating the
discharge of materials into the environment, or otherwise relating to the
protection of the environment, will have no material effect upon the capital
expenditures, earnings and competitive position of the registrant.  There
are no material estimated capital expenditures for environmental control
facilities for the remainder of the current fiscal year and the succeeding
fiscal year or for any further periods which the registrant deems material.

     The total number of persons employed by the registrant itself, as of

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<PAGE>  9

the end of the fiscal year, was 4.  The fast food bagel and delicatessen
business described in Item 1(a) above employs approximately 85 people in
all locations in the aggregate.

     (d)  FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS AND
EXPORT SALES.  The registrant does not engage in operations in foreign
countries, nor are portions of sales or revenues derived from customers in
foreign countries.

ITEM 2.  PROPERTIES

     (a)  The principal physical properties of the registrant are whole or
partial interests in approximately 64,000 acres of real property located in
Arkansas, Louisiana, Texas, Kansas, Oklahoma and Missouri.  Its mineral
reservation under the Sam Houston National Forest in Texas on an additional
76,000 acres expired on January 1, 1985, but was extended for a five-year
period on about 6,280 acres with producing wells, which period expired
January 1, 1990.  Another 640 of these acres were lost on January 1, 1990,
and an additional 1,623 of these acres were lost on January 1, 1995,
leaving the registrant's rights in 4,017 remaining acres, now to expire
January 1, 2000, unless extended.  In later parts of this Item 2 references
are made to the ownership of "minerals."  The registrant is the owner of
all or part of the subsurface minerals on large portions of the properties
involved, but the only minerals of primary interest to the registrant are
coal, oil and gas.

       (1)  REAL PROPERTY INTERESTS IN THE STATE OF ARKANSAS.

          The registrant is the owner of approximately 1,701 acres in fee
simple, of minerals underlying approximately 16,404 additional acres, and
of a number of town lots in three small towns, all in Sebastian County,
Arkansas, having sold approximately 103 acres of surface in 1995, and 7.25
Acres in 1996.

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<PAGE>  10


          Mineral interests underlying approximately 13,600 acres are under
a coal lease to the assignee of Bethlehem Steel Corporation under the coal
lease described in Item l(c).  An additional 48 acres of the registrant's
Arkansas properties are currently being leased under coal leases.  Another
586 acres were leased in 1993 under two separate oil and gas leases (both
to the same lessee) for 5-year terms.  As yet there is no production under
either of these new leases.

          Of the 13,600 acres currently under a coal lease to the assignee
of Bethlehem Steel Corporation as described in the preceding paragraph,
10,537.23 acres were leased to C.D. Exploration, Inc. in 1995 under an Oil
& Gas Lease for a term of five years, for which the lessee paid a bonus of
approximately $105,000.  An additional 414 acres were leased in 1994 under
three separate oil and gas leases (two to the same lessee), one for a three
year term and the other two for five year terms. An additional 1,483.31 acres
were leased in 1996 in one oil and gas lease for a term of five years. As yet
there is no production under any of these leases.  In addition, registrant
has fractional royalty interests in 8 small producing gas wells which are
located on a 5,354 acre tract of which registrant owns 1,044 acres.

       (2)  REAL PROPERTY INTERESTS IN THE STATE OF TEXAS.

          The registrant was the owner of practically all of the mineral
interests in approximately 90,551 acres located in the Texas counties of
San Jacinto, Walker and Montgomery, of which approximately 82,674 acres
were under a reservation (in a deed of December, 1935) which covered all
oil, gas, sulphur and other minerals on, in, under or that may be produced
from the lands for a period commencing with the date of the deed and ending
on January 1, 1985, and provided further that if on said latter date
minerals were being produced in paying quantities then the reservation

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<PAGE>  11

would be extended for a five-year period as to an area of one square mile
of which the well is the center and for subsequent extensions for
additional five-year periods so long as paying operations are being
conducted on the premises. The right to prospect for and mine and remove
minerals was further limited by various requirements of the United States.
As described in Item 2(a) above, this reservation expired on January 1,
1985, and the wells then producing on such properties permitted the
registrant to retain until January 1, 1990, about 6,280 acres in the Mercy
Field, West Mercy Field and Moroil Field, and as of January 1, 1995, the
registrant continued to retain 4,017 of such acres, while production
continues.  The reservation is extended for an additional five-year term
ending January 1, 2000, at the end of which this acreage will be lost if
there is no production then continuing.

          The registrant's mineral interests in its remaining acreages in
Texas are reservations of perpetual mineral rights.  In the case of
approximately 7,600 acres, one-thirty-second of the minerals are vested in
the owner of the surface of said properties but with the right in the
registrant to make all leases on the acreage and to keep all bonuses and
rentals received under such leases.  In January, 1995, 7,788.55 acres of
these mineral interests were leased under one oil and gas lease for a term
of three years with one option to renew for an additional two years.  The
lessee paid a bonus of approximately $311,000 in connection with this
lease.  As yet there is no production under this lease.

       (3)  REAL PROPERTY INTERESTS IN THE STATE OF LOUISIANA.

          In January, 1967, the registrant sold approximately 35,000 acres
of Louisiana real property reserving mineral servitudes thereon.  Under
Louisiana law the ownership of mineral servitudes not exercised through

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<PAGE>  12

production or drilling to a depth at which production reasonably can be
expected to be found expires by liberative prescription after a period of
such nonuser of ten years.  No production or drilling occurred on
approximately 14,000 of the acres sold in 1967 within the ten-year period
and, hence, the registrant's ownership of the mineral servitudes under such
approximately 14,000 acres was extinguished as of January 26, 1977.  During
1978, the registrant's ownership of the mineral servitudes under 1,243
additional acres was extinguished because production had been exhausted for
ten years.  Mineral servitudes under the remaining acres sold in 1967 have
been extended by drilling or production for various periods expiring after
January 26, 1977.  The registrant's rights to approximately 8,530
additional acres of these servitudes expired during 1994.

          In the Hurricane Creek Field, Beauregard Parish, Louisiana, 880
acres are held by production which commenced in 1947.  The leases of the
registrant in the Hurricane Creek Field provide for one-eighth gross
royalties except as to 160 acres for which the gross royalty is one-fourth.
In 1964, a Unitization Agreement covering one producing sand was executed
by various interested parties in the Hurricane Creek Field so as to permit
a secondary recovery program, and a second Unitization Agreement was
executed in March, 1994.

          In the Clear Creek Field, Beauregard Parish, Louisiana,
approximately 600 acres were held under oil and gas leases by production
which commenced in 1955 and were terminated during 1991.  The registrant's
interest in this 600 acres will continue for 10 years from this date
pursuant to the Louisiana law concerning mineral servitudes as described
above.  In addition, approximately 400 additional acres in Beauregard
Parish, Louisiana, are held under production pursuant to a lease, the
original term of which expired many years ago but which continues by
production.

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<PAGE>  13

          The registrant leased approximately 9339 acres of its real
property in Vernon Parish, Louisiana, for a term of four years, pursuant to
the exercise of a geo-option made in early 1991.  This lease was extended
for an additional year in 1995, and one well was drilled but it turned out
to be a "dry hole," and there was no production.  If there is no further
attempted production by December, 2006, the registrant's rights in this
property will expire.


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<PAGE>  14

        (4)  REAL PROPERTY INTERESTS IN OKLAHOMA AND KANSAS.

          The registrant is the owner of interests in real property in
three counties in eastern Oklahoma and three counties in southeast Kansas,
which ownership consists of approximately 1,385 acres in fee simple, and
approximately 13,511 additional acres of underlying minerals.  A
substantial part of such 13,511 acres of mineral ownership is described in
the conveyances or reservations giving rise to such ownership as "coal" or
"coal and asphaltic minerals."

          The registrant in the past has also rented the surface of
portions of its lands in Kansas and Oklahoma, largely for agricultural
purposes, under leases of not to exceed one year.

       (5)  REAL PROPERTY INTERESTS IN THE STATE OF MISSOURI.

          In Randolph and Macon Counties, Missouri, the registrant is the
owner of approximately 380 acres in fee simple (having sold 4 acres of
surface land in 1995) and of the minerals underlying 5,837 acres.
Substantially all of the mineral ownership is described in the conveyances
from which it arose as "coal" or "coal and other minerals."  The properties
involved were acquired by predecessor companies for the principal purpose
of mining coal therefrom, and extensive mining was conducted thereon by the
predecessors.

          The registrant has rented the surface of portions of its lands in
Missouri, largely for agricultural purposes, under leases of not to exceed
one year.

     (b)  The registrant does not participate in any oil and gas
operations.  However, the registrant is the owner of certain properties
(fully described above in this Item), part of which are leased to outside
interests for the production of oil and gas.  The registrant receives
bonuses, rentals and royalties for the use of the land and mineral
interests leased by it.

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<PAGE>  15

       (6)  RETAIL FOOD BUSINESS SEGMENT LEASES.

          The operations of the fast food bagel and delicatessen facilities
constituting the Retail Food Business Segment are carried out from premises
leased at the locations specified in Item 1(a) above.  The financial
commitments for those leases are described in Note 7 to the accompanying
financial statements.

ITEM 3.  LEGAL PROCEEDINGS

     (a)  There are no material pending legal proceedings, other than
ordinary routine litigation incidental to the business, to which the
registrant is a party or of which any of its property is the subject.
There are no material proceedings to which any director, officer of
affiliate of the registrant, any owner of record or beneficially of more
than five percent of any class of voting securities of the registrant, or
any associate of any such director, officer or security holder is a party
adverse to the registrant or has a material interest adverse to the
registrant.  Further, there are no administrative or judicial proceedings
involving the registrant arising under any federal, state or local
provisions which have been enacted or adopted regulating the discharge of
materials into the environment or primarily for the purpose of protecting
the environment.

     (b)  There were no such material legal proceedings which were
terminated during the fourth quarter of the fiscal year covered by this
report.

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<PAGE>  16

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

     No matters were submitted during the fourth quarter of the fiscal year
covered by this report to a vote of security holders through the
solicitation of proxies or otherwise.



                                  PART II

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

     The information required by this item is set forth on the back
cover of the Annual Report as of December 31, 1996, furnished to the
stockholders of the registrant, and attached as an exhibit hereto, which
portion of the Annual Report is incorporated herein by this reference.

ITEM 6.  SELECTED FINANCIAL DATA

     The information required by this item is set forth under the caption
"SELECTED CONSOLIDATED FINANCIAL DATA" in the Annual Report as of December
31, 1996, furnished to the stockholders of the registrant, and attached as
an exhibit hereto, which portion of the Annual Report is incorporated
herein by this reference.

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

     The information required by this item is set forth under the caption
"MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION & RESULTS OF
OPERATIONS" in the Annual Report as of December 31, 1996, furnished to the

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<PAGE>  17

stockholders of the registrant, and attached as an exhibit hereto, which
portion of the Annual Report is incorporated herein by this reference.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The consolidated financial statements required by this item are as
follows:

     Consolidated Balance Sheets as of December 31, 1996 and 1995;

     Consolidated Statements of Earnings - Years ended December 31, 1996,
     1995 and 1994;

     Consolidated Statements of Stockholders' Equity - Years ended December
     31, 1996, 1995 and 1994.

     Consolidated Statements of Cash Flows - Years ended December 31, 1996,
     1995 and 1994;

     Notes to Consolidated Financial Statements


These financial statements are filed as a part of this report, beginning on
page 23 hereof, and are incorporated herein by this reference.

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

     (a)  The only independent accountant who was engaged during the
registrant's two most recent fiscal years or any subsequent interim period
as the principal accountant to audit the registrant's financial statements
has not resigned (nor indicated it has declined to stand for re-election
after the completion of the current audit) nor was dismissed.

     (b)  No new independent accountant has been engaged as the principal
accountant to audit the registrant's financial statements during the
registrant's two most recent fiscal years or any subsequent interim period.

                                    -17-

<PAGE>  18



                                  PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The information required by this item is set forth on pages 2, 3 and 4
of registrant's definitive proxy statement filed with the Securities and
Exchange Commission pursuant to Schedule 14A promulgated under the
Securities Exchange Act of 1934, under the caption "ELECTION OF DIRECTORS",
which portion of said definitive proxy statement is incorporated herein by
this reference.

     No disclosure is being made herein of reporting person delinquencies
in response to Item 405 of Securities and Exchange Commission regulation S-
K, and the registrant, at the time of filing of this FORM 10-K, has
reviewed the information necessary to ascertain, and has determined that,
Item 405 disclosure is not expected to be contained in this Part III of
FORM 10-K or incorporated by reference.

ITEM 11.  EXECUTIVE COMPENSATION

     The information required by this item is set forth on pages 2, 3 and 4
of registrant's definitive proxy statement filed with the Securities and
Exchange Commission pursuant to Schedule 14A promulgated under the
Securities Exchange Act of 1934, under the caption "ELECTION OF DIRECTORS",
which portion of said definitive proxy statement is incorporated herein by
this reference.

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<PAGE>  19

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The information required by this item is set forth on pages 1, 2 and 3
of registrant's definitive proxy statement filed with the Securities and
Exchange Commission pursuant to Schedule 14A promulgated under the
Securities Exchange Act of 1934, under the captions "VOTING SECURITIES
OUTSTANDING AND VOTING RIGHTS" and "ELECTION OF DIRECTORS", which portions
of said definitive proxy statement are incorporated herein by this
reference.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information required by this item is set forth on pages 2, 3 and 4
of registrant's definitive proxy statement filed with the Securities and
Exchange Commission pursuant to Schedule 14A promulgated under the
Securities Exchange Act of 1934, under the caption "ELECTION OF DIRECTORS,"
which portion of said definitive proxy statement is incorporated herein by
this reference.


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<PAGE>  20


                                   PART IV

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

     (a)  The following documents are filed as a part of this Report:

     1.   Independent Auditors' Report

     2.   Consolidated Financial Statements:

             Consolidated Balance Sheets as of December 31, 1996 and 1995

             Consolidated Statements of Earnings - Years ended December 31,
             1996, 1995 and 1994

             Consolidated Statements of Stockholders' Equity - Years ended
             December 31, 1996, 1995 and 1994

             Consolidated Statements of Cash Flows - Years ended December
             31, 1996, 1995 and 1994

             Notes to Consolidated Financial Statements

     3.   Consolidated Financial Statement Schedules:

          All schedules are omitted as none are currently required.

     4.   Exhibits:

          (3) (i)  Certificate of Incorporation (including all
          amendments to date) is incorporated herein by reference to
          Exhibit (3) to the Annual Report on Form 10-K for the
          registrant for the fiscal year ended December 31, 1989.
          (ii) Bylaws (including all amendments to date) are
          incorporated herein by reference to Exhibit 3(ii) to the
          Annual Report on Form 10-K for the registrant for the
          fiscal year ended December 31, 1993.

          (10) Material Contracts:

          (iii)(A)  Central Coal & Coke Corporation's Directors Non-

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<PAGE>  21

          Qualified Stock Option Plan is incorporated herein by
          reference to Exhibit (10)(iii)(A) to the Annual Report on
          Form 10-K for the registrant for the fiscal year ended
          December 31, 1994.  This Plan was approved by the
          registrant's stockholders at the Annual Meeting held April
          19, 1995, and is discussed in the Definitive Proxy

          Statement for that meeting previously filed with the
          Commission and in the Definitive Proxy Statement for the
          Annual Meeting of Stockholders to be held April 16, 1997
          previously filed with the Commission.

          (13) Portions of the Annual Report to security holders for
          year ended December 31, 1996 captioned "Selected
          Consolidated Financial Data," "Management's Discussion &
          Analysis of Financial Condition & Results of Operations"
          and "Market for Registrant's Common Equity and Related
          Stockholder Matters."

          (21)  Subsidiaries of the registrant

     (b)  No reports on Form 8-K were filed during the last quarter of the
period covered by this report.


                                 SIGNATURES

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

                                     CENTRAL COAL & COKE CORPORATION
                                     _______________________________
                                                Registrant

                                     By    /s/ Beekman Winthrop
                                         ________________________________
                                         Beekman Winthrop, President

Date:  March 26, 1997

                                    -21-

<PAGE>  22

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

                                     By    /s/ Beekman Winthrop
                                         ________________________________
                                         Beekman Winthrop, President
                                         Principal Executive Officer
Date: March 26, 1997


                                           /s/ Gary Pennington
                                         ________________________________
                                         Gary J. Pennington
                                         General Manager, Principal
                                         Financial Officer, and
Date: March 26, 1997                     Principal Accounting Officer


                                     By    /s/ Leonard Noah
                                         ________________________________
                                         Leonard Noah, Director
Date: March 26, 1997


                                     By    /s/ Beekman Winthrop
                                         ________________________________
                                         Beekman Winthrop, Director
Date: March 26, 1997


                                     By    /s/ Ernest N. Yarnevich, Jr.
                                         ________________________________
                                         Ernest N. Yarnevich, Jr., Director



                                    -22-

<PAGE>  23

               CENTRAL COAL & COKE CORPORATION AND SUBSIDIARIES
                            KANSAS CITY, MISSOURI


                  Index to Consolidated Financial Statements

Independent Auditors' Report

Consolidated Financial Statements:

    Consolidated Balance Sheets as of December 31, 1996 and 1995

    Consolidated Statements of Earnings - years ended December 31, 1996,
       1995 and 1994

    Consolidated Statements of Stockholders' Equity - years ended December
       31, 1996, 1995 and 1994

    Consolidated Statements of Cash Flows - years ended December 31, 1996,
       1995 and 1994

    Notes to Consolidated Financial Statements

                                    -23-

<PAGE>  24


                        INDEPENDENT AUDITORS' REPORT

                                               KPMG Peat Marwick, LLP
                                               1000 Walnut, Suite 1600
                                               P.O. Box 13127
                                               Kansas City, MO  64199


The Board of Directors
Central Coal & Coke Corporation
     and Subsidiaries:


We have audited the consolidated financial statements of Central Coal & Coke
Corporation and subsidiaries as listed in the accompanying index.  These
consolidated financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these
consolidated financial statements 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 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 Central
Coal & Coke Corporation and subsidiaries as of December 31, 1996 and 1995 and
the results of their operations and their cash flows for each of the years in
the three-year period ended December 31, 1996, in conformity with generally
accepted accounting principles.

                                              KPMG Peat Marwick, LLP

Kansas City, Missouri
January 17, 1997

                                    -24-

<PAGE>  25

<TABLE>

               CENTRAL COAL & COKE CORPORATION AND SUBSIDIARIES
                            KANSAS CITY, MISSOURI

                        Consolidated Balance Sheets

                         December 31, 1996 and 1995

(amounts in unit dollars)
<CAPTION>
ASSETS                                          1996         1995
                                                __________   __________
<S>                                             <C>          <C>
Current assets:
  Cash and cash equivalents                   $  1,342,844      755,422
  Accounts receivable                               22,500       22,500
  Securities maturing within one year,
   at amortized cost (note 2)(fair value
   $7,420,525 in 1996 and $8,352,711 in 1995)    7,420,236    8,337,926
  Accrued interest receivable                            0       38,724
  Income Tax Receivable                              8,697            0
  Other                                             56,238       43,836
                                                __________   __________
Total current assets                             8,850,626    9,198,408

Equity securities, at fair value (note 2)          799,210      576,749

Coal deposits, real estate, equipment
 and leasehold improvements (notes 3 and 4):
  Coal deposits                                  1,602,882    1,602,882
  Mineral rights                                    39,988       39,988
  Surface land                                      28,868       29,320
  Equipment and leasehold improvements             436,230      379,164
                                                __________   __________
                                                 2,107,968    2,051,354
  Less accumulated depletion, depreciation
   and amortization                                720,336      644,965
     Net coal deposits, real estate,            __________   __________
      equipment and leasehold improvements       1,387,642    1,406,389
                                                __________   __________
                                              $ 11,181,546   11,181,546
</TABLE>
<TABLE>

<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                             <C>          <C>
Current liabilities:
  Accounts payable and accrued expenses             26,926       25,534
  Deferred oil lease bonus                          74,166            0
  Federal and state income taxes (note 5)                0      218,527
                                                __________   __________
Total current liabilities                          101,092      244,061

Deferred income taxes                               89,004       38,138

Stockholders' equity:
  Common stock of $1 par value; authorized
   500,000 shares; issued 376,688 shares           376,688      376,688
  Additional capital                             1,631,200    1,631,200
  Retained earnings                              9,014,238    8,910,323
                                                __________   __________
                                                11,022,126   10,918,511
  Less cost of 11,322 shares in 1996 and
   2,858 shares in 1995 held in treasury           335,389       74,058
  Net unrealized appreciation (depreciation)
   of investments available-for-sale, net of
   deferred taxes of $29,559 and $11,164
   in 1994                                         160,645       54,894
                                                __________   __________
Total stockholders' equity                      10,847,382   10,899,347
                                                __________   __________
                                              $ 11,037,478   11,181,546
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>

                                    -25-

<PAGE>  26
<TABLE>

              CENTRAL COAL & COKE CORPORATION AND SUBSIDIARIES
                            KANSAS CITY, MISSOURI

                   Consolidated Statements of Earnings

               Years ended December 31, 1996, 1995 and 1994


(amounts in unit dollars)
<CAPTION>
                                           1996      1995      1994
                                           _________ _________ _________
<S>                                        <C>       <C>       <C>
Operating revenue:
  Coal royalties (note 3)                $    97,731   102,779    97,303
  Oil and gas royalties                      776,732   460,597   474,290
  Oil and other mineral lease rentals
   and bonuses                               284,545   437,720   114,065
  Food sales                               1,117,793   870,380   406,291
                                           _________ _________ _________
    Total operating revenue                2,276,801 1,871,476 1,091,949

Operating expenses:
  Cost of food sales                         459,803   355,500   160,587
  Food operations (note 12)                  833,698   538,004   243,263
  General and administrative expenses        444,058   483,619   363,933
                                           _________ _________ _________
    Total operating expenses               1,737,559 1,377,123   767,783

    Operating income                         539,242   494,353   324,166

Nonoperating income:
  Investment income (note 2)                 555,674   618,648   433,812
  Gain on sale of real estate                 37,024    68,162    32,925
  Other                                        2,273     2,077       122
                                           _________ _________ _________
    Total nonoperating income                594,971   688,887   466,859

    Earnings before income taxes           1,134,213 1,183,240   791,025

Income taxes (note 5)                        344,123   352,578   321,611

    Net earnings                             790,090   830,662   469,414

Earnings per share                       $      2.13      2.22      1.26

Weighted average number of
 shares of common stock
 outstanding                                 371,507   373,830   373,830

<FN>
See accompanying notes to consolidated financial statements.
</TABLE>

                                    -26-

<PAGE>  27
<TABLE>

            CENTRAL COAL & COKE CORPORATION AND SUBSIDIARIES
                          KANSAS CITY, MISSOURI

            Consolidated Statements of Stockholders' Equity

              Years ended December 31, 1996, 1995 and 1994


(amounts in unit dollars)
<CAPTION>
                                                         Net
                                                      unrealized
                                                     appreciation
                                                    (depreciation)
                Common  Addtnal   Retained  Treasury  available
                Stock   Capital   Earnings  Stock      for sale  Total
                _______ _________ _________ _________  ________  __________
<S>                <C>          <C>         <C>        <C>       <C>

Balance,
 12/31/93       376,688 1,631,200 8,675,962  (74,058)         0  10,609,792

Net Earnings          0         0   469,414         0         0     469,414
Cash dividends
 ($1.00 per
 share)               0         0 (373,830)         0         0   (373,830)
Net unrealized
 depreciation
 on investments
 available-for-
 sale                 0         0         0         0   (20,732)   (20,732)

Balance,
 12/31/94       376,688 1,631,200 8,771,546  (74,058)   (20,732) 10,684,644

Net Earnings          0         0   830,662         0          0    830,662
Cash dividends
 ($1.85 per
 share)               0         0 (691,585)         0          0  (691,585)
Net unrealized
 depreciation
 on investments
 available-for-
 sale                 0         0         0         0     75,626     75,626

Balance,
 12/31/95       376,688 1,631,200 8,910,623  (74,058)     54,894 10,899,347

Net Earnings          0         0   790,090         0          0    790,090
Cash dividends
 ($1.85 per
 share)               0         0 (686,475)         0          0  (686,475)
Purchase of
 8,464 shares
 of common
 stock for
 treasury             0         0         0 (261,331)          0  (261,331)
Net unrealized
 depreciation
 on investments
 available-for-
 sale                 0         0         0         0    105,751    105,751

Balance,
 12/31/96       376,688 1,631,200 9,014,238 (335,389)    160,645 10,847,382


<FN>
See accompanying notes to consolidated financial statements.
</TABLE>

                                    -27-

<PAGE>  28
<TABLE>


              CENTRAL COAL & COKE CORPORATION AND SUBSIDIARIES
                           KANSAS CITY, MISSOURI

                  Consolidated Statements of Cash Flows

              Years ended December 31, 1996, 1995 and 1994


(amounts in unit dollars)
<CAPTION>
                                   1996         1995         1994
                                   ___________  ___________  ___________
<S>                                <C>          <C>          <C>
Cash flows from operating
 activities:
  Net earnings                   $     790,090      830,662      469,414

  Adjustments to reconcile net
   earnings to net cash provided by
   operating activities:
    Depletion, depreciation
     and amortization                   79,000       55,837       22,671

    Gain on sale of real estate       (37,024)     (68,162)     (32,925)
    Gain on sale of equity
     securities                       (66,389)     (52,880)     (26,331)
    Write-off of leasehold
     improvements                       17,029            0            0
    Amortization of premiums and
     discounts of securities, net    (393,869)    (407,477)    (165,802)
    Deferred income taxes              (6,076)      (1,421)            0
    Changes in assets and
     liabilities:
      Receivables and other assets      26,322      (1,057)       32,777
      Accounts payable and accrued
       expenses                          1,392        8,213        8,414
      Deferred oil lease bonus          74,166            0            0
      Federal and state income
       taxes                         (227,224)      178,812     (22,683)

                                   ___________  ___________  ___________
Net cash provided by operating
    activities                         257,417      542,527      285,535

Cash flows from investing
 activities:
  Proceeds from matured/called
   investment debt securities       17,500,000   20,790,000   12,390,000
  Purchases of investment debt
   securities                     (16,188,441) (21,507,820) (11,784,302)
  Proceeds from sale of land            37,476       68,737       33,500
  Purchases of equity securities     (524,213)    (120,927)    (822,089)
  Proceeds from sales of equity
   securities                          530,834      320,376      209,555
  Capital expenditures                (77,734)    (234,838)     (78,932)
                                   ___________  ___________  ___________
Net cash provided (used) by
 investing activities                1,277,922    (684,472)     (52,268)

Cash flows from financing
 Activities:
  Dividends paid                     (686,475)    (691,585)    (373,830)
  Purchase of common stock for
   treasury                          (261,311)            0            0
                                   ___________  ___________  ___________
Net cash used in financing
 activities                          (947,806)            0            0


   Net increase (decrease) in cash
      and cash equivalents             587,533    (833,530)    (140,563)

Cash and cash equivalents,
 beginning of year               $     755,422    1,588,952    1,729,515
Cash and cash equivalents,
 end of year                     $   1,342,955      755,422    1,588,952

Income taxes paid during period  $     577,423      173,766      344,294

<FN>
See accompanying notes to consolidated financial statements.
</TABLE>

                                    -28-

<PAGE>  29

              CENTRAL COAL & COKE CORPORATION AND SUBSIDIARIES
                           KANSAS CITY, MISSOURI

                 Notes to Consolidated Financial Statements

                        December 31, 1995 and 1994


(1)     Summary of Significant Accounting Policies

 Basis of Consolidation

The accompanying consolidated financial statements include the accounts of
   Central Coal & Coke Corporation (the Company) and its two wholly-owned
   subsidiaries. The Company's subsidiaries are engaged in the ownership and
   operation of a fast food bagel/delicatessen business.  All significant
   intercompany accounts and transactions have been eliminated in
   consolidation.

Management of the Company has made a number of estimates and assumptions
   relating to the reporting of assets and liabilities and the disclosure of
   contingent assets and liabilities to prepare these consolidated financial
   statements in conformity with generally accepted accounting principles.
   Actual results could differ from those estimates.

 Cash and Cash Equivalents

Cash and cash equivalents consist of demand deposit accounts and a money
   market deposit account.  For purposes of the consolidated statements of
   cash flows, the Company considers all highly liquid debt instruments with
   original maturities of three months or less to be cash equivalents.

 Investment Securities

Investments in debt and certain equity securities are classified in one of
   three categories:  (1) held-to-maturity securities, which are carried at
   amortized cost; (2) trading securities, which are carried at fair value,
   with unrealized gains and losses included in earnings; and (3) available-
   for-sale securities, which are carried at fair value, with unrealized
   gains and losses excluded from earnings and reported in a separate
   component of stockholders' equity, net of related income taxes until
   realized.

Premiums and discounts are amortized or accreted over the life of the related
   held-to-maturity security as an adjustment to yield using the effective
   interest method.  Dividend and interest income are recognized when earned.
   Realized gains and losses for securities classified as available-for-sale
   are included in earnings and are derived using the specific identification
   method for determining the cost of securities sold.

 Coal Deposits, Real Estate, Equipment and Leasehold Improvements

Coal deposits, mineral rights and surface lands were acquired from the
   trustee in bankruptcy for predecessor companies (pursuant to a plan of
   reorganization approved by the federal court) and were initially recorded
   at the valuations placed thereon by the receivers in bankruptcy in 1931.
   Subsequent additions and all other fixed assets are stated at cost.
   Maintenance and repairs are charged to expense as incurred.  Renewals and
   betterments which extend the useful life of the asset are capitalized.

                                    -29-

<PAGE>  30


              CENTRAL COAL & COKE CORPORATION AND SUBSIDIARIES
                           KANSAS CITY, MISSOURI

                 Notes to Consolidated Financial Statements


 Depreciation, Depletion and Amortization

Equipment and leasehold improvements are depreciated/amortized using the
   straight-line method over their estimated useful lives or lease terms
   which range from one to ten years.

Depletion of coal deposits is computed at the rate of $.025 per ton of coal
   produced or purchased which approximates depletion computed on a wasting-
   asset basis.

 Coal, Oil and Gas Income

Coal royalties are based on a percentage of the production of land leased
   from the Company or, in the case of no production, the minimum annual
   royalty (see note 3).  Oil and gas royalties are based on a percentage of
   the production on land leased from the Company.  Oil and other mineral
   lease rentals and bonuses are derived from the leasing of land and mineral
   rights prior to production.

Oil lease bonuses which relate to future periods are deferred and recognized
   as income over the related future periods (generally one year).

 Income Taxes

The Company and its subsidiaries file a consolidated federal income tax
   return.

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.  The effect
   on deferred tax assets and liabilities for subsequent changes in tax rates
   is recognized in income in the period that includes the tax rate change.

 Stock Option Plan

Prior to January 1, 1996, the Company accounted for its stock option plan in
   accordance with the provisions of Accounting Principles Board (APB)
   Opinion No. 25, "Accounting for Stock Issued to Employees," and related
   interpretations.  As such, compensation expense would be recorded on the
   date of grant only if the current market price of the underlying stock
   exceeded the exercise price.  On January 1, 1996, the Company adopted
   Statements of Financial Accounting Standards (SFAS) No. 123, "Accounting
   for Stock-Based Compensation," which permits entities to recognize as
   expense over the vesting period the fair value of all stock-based awards
   on the date of grant.  Alternatively, SFAS No. 123 also allows entities to
   continue to apply the provisions of APB Opinion No. 25 and provide pro
   forma net income and pro forma earnings per share disclosures for employee
   stock option grants made in 1995 and future years as if the fair value-
   based method defined in SFAS No. 123 had been applied.  The Company has
   elected to continue to apply the provisions of APB Opinion No. 25 and
   provide the pro forma disclosure provisions of SFAS No. 123 (see note 11).

                                    -30-

<PAGE>  31


              CENTRAL COAL & COKE CORPORATION AND SUBSIDIARIES
                           KANSAS CITY, MISSOURI

                 Notes to Consolidated Financial Statements



 Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of

The Company adopted the provisions of SFAS No. 121, "Accounting for the
   Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
   Of," on January 1, 1996.  This statement requires that long-lived assets
   be reviewed for impairment whenever events or changes in circumstances
   indicate that the carrying amount of an asset may not be recoverable.
   Recoverability of assets to be held and used is measured by a comparison
   of the carrying amount of an asset to future net cash flows expected to be
   generated by the asset.  If such assets are considered to be impaired, the
   impairment to be recognized is measured by the amount by which the
   carrying amount of the assets exceed the fair value of the assets.  Assets
   to be disposed of are reported at the lower of the carrying amount or fair
   value less costs to sell.  Adoption of this statement did not have a
   material impact on the Company's financial position, results of operations
   or liquidity.

 Earnings and Dividends Per Common Share

Earnings per common share are based on the weighted average number of common
   shares and dilutive common equivalent shares outstanding during the year.
   Dividends per share are based on the number of shares outstanding on the
   dividend dates of record.

(2)     Investment Securities

The amortized cost, gross unrealized holding gains, gross unrealized holding
   losses and fair value for held-to-maturity and available-for-sale
   securities by major security type at December 31, 1996 and 1995 are
   presented below.  Substantially all equity securities represent common
   stocks of domestic corporations.

<TABLE>
<CAPTION>
                                    Gross       Gross
                                    unrealized  unrealized
                        Amortized   holding     holding     Fair
1996                    cost        gains       losses      value
__________________      __________  __________  __________  __________
<S>                     <C>         <C>         <C>         <C>
Held-to-maturity:
  U. S. government
   agency securities  $  7,420,236         333          44   7,420,525

Available-for-sale:
  Equity securities   $    552,064     255,193     (8,047)     799,210
</TABLE>

<TABLE>
<CAPTION>
1995
_________________
<S>                     <C>         <C>         <C>         <C>
Held-to-maturity:
  U. S. government
   securities         $  6,356,767       8,622       (340)   6,365,049
  U. S. government
   agency securities     1,981,159       6,905       (402)   1,987,662
                        __________  __________  __________  __________
                      $  8,337,926      15,527       (742)   8,352,711
Available-for-sale:
  Equity securities   $    492,296     111,891    (27,438)     576,749
</TABLE>

                                    -31-

<PAGE>  32


              CENTRAL COAL & COKE CORPORATION AND SUBSIDIARIES
                           KANSAS CITY, MISSOURI

                 Notes to Consolidated Financial Statements


At December 31, 1996 and 1995, all U. S. government and government agency
   securities mature within one year.

Investment income consists of the following for each of the years in the
   three-year period ended December 31, 1996:

<TABLE>
<CAPTION>
                                    1996        1995        1994
                                    __________  __________  __________
<S>                                 <C>         <C>         <C>
Interest                               477,158     545,016     395,959
Dividends                               12,127      20,752      11,522
Gross gains on sales of equity
 securities                            133,030      63,764      40,251
Gross losses on sales of equity
 securities                           (66,641)    (10,884)    (13,920)
                                    __________  __________  __________
                                       555,674     618,648     433,812
</TABLE>

(3)     Coal Deposits

The rights to 14,000 acres of coal deposits totaling approximately 84,000,000
   tons of coal in place (of which from 50% to 90% could be expected to be
   recoverable) are leased under agreements which extend for periods of two
   to twenty years.  The agreements provide for minimum annual royalties of
   $94,600.  Coal deposits aggregating approximately 92,000,000 tons in place
   with a net carrying value of approximately $710,000 at December 31, 1996
   are not presently leased or producing coal in commercial quantities.

(4)     Mineral Rights

At December 31, 1996, the Company owns approximately 64,000 acres of mineral
   rights in Missouri, Kansas, Oklahoma, Arkansas, Louisiana and Texas.

(5)     Income Taxes

Total income taxes for the years ended December 31, 1996, 1995 and 1994 were
   allocated as follows:

<TABLE>
<CAPTION>
                                    1996        1995        1994
                                    __________  __________  __________
<S>                                 <C>         <C>         <C>
Income tax expense                     344,123     352,578     321,611
Stockholders' equity, for unrealized
 appreciation (depreciation) on
 equity securities                      56,942      40,723    (11,164)
                                    __________  __________  __________
                                       401,065     393,301     310,447
</TABLE>

                                    -32-

<PAGE>  33


              CENTRAL COAL & COKE CORPORATION AND SUBSIDIARIES
                           KANSAS CITY, MISSOURI

                 Notes to Consolidated Financial Statements


The components of income tax expense are as follows:

<TABLE>
<CAPTION>
                                 1996      1995      1994
                                 ________  ________  ________
<S>                              <C>       <C>       <C>
Federal                        $  304,988   382,011   268,467
State                              39,135  (29,433)    53,144
                                 ________  ________  ________
Total income tax expense       $  344,123   352,578   321,611
</TABLE>

Total income tax expense for 1996, 1995 and 1994 includes deferred income tax
   benefits of $(6,076), $(1,421) and $0, respectively.

Total income tax expense for 1996, 1995 and 1994 includes deferred income tax
   benefits Income tax expense has been provided at effective rates of 30.3%,
   29.8% and 40.7% for the years ended December 31, 1996, 1995 and 1994,
   respectively.  The reasons for the difference between the effective tax
   rates and the corporate federal income tax rates of 34.0% in 1996, 1995
   and 1994 are as follows:

<TABLE>
<CAPTION>
                                        Percentage of earnings
                                          before income taxes
                                          1996   1995   1994
                                          _____  _____  _____
<S>                                       <C>    <C>    <C>
Expected statutory tax rate                34.0%  34.0%  34.0%
State income taxes, net of federal
 income tax effect                          2.3  (1.6)    4.3
Depletion of coal deposits                (3.7)  (2.1)  (2.9)
Other, net                                (2.3)   (.5)    5.3
                                          _____  _____  _____
Effective tax rate                         30.3%  29.8%  40.7%
</TABLE>

The Company's Missouri corporation income tax returns were examined by the
   Missouri Department of Revenue, and additional taxes and interest thereon
   were assessed.  The Company made certain payments under protest in 1993
   and 1994 in connection with the examination adjustments.

In 1995, the Company entered into a settlement agreement with the Missouri
   Department of Revenue which settled all issues relating to the
   examinations.  As a result of this settlement, in 1995 the Company
   recorded a reduction to its estimated state income tax accrual established
   in prior years amounting to $75,000.

                                    -33-

<PAGE>  34


              CENTRAL COAL & COKE CORPORATION AND SUBSIDIARIES
                           KANSAS CITY, MISSOURI

                 Notes to Consolidated Financial Statements


The tax effects of temporary differences that give rise to significant
   portions of the deferred tax assets and deferred tax liabilities at
   December 31, 1996 and 1995 are presented below:

<TABLE>
<CAPTION>
Deferred tax assets:                        1996      1995
                                            ________  ________
<S>                                         <C>       <C>
Writedown of coal deposits                    45,095    45,095
Coal development costs                        29,053    29,053
Fixed assets                                  17,086    10,611
Land sales                                    14,342    14,452
Organization costs                        $    3,034     6,000
Other nondeductible items                      4,547         0
                                            ________  ________
                                             113,157   105,211

Less valuation allowance                    (45,095)  (45,095)
                                            ________  ________
Deferred tax assets                           68,062    60,116
</TABLE>
<TABLE>
<CAPTION>
Deferred tax  liabilities:
<S>                                         <C>       <C>
Depletion and depreciation                  (70,565)  (68,695)
Unrealized appreciation  on available-
 for-sale securities                        (86,501)  (29,559)
                                            ________  ________
Deferred tax liabilities                   (157,066)  (98,254)

Net deferred tax asset (liability)        $ (89,004)  (38,138)
</TABLE>

(6)     Pension Plan

The Company sponsored a defined contribution pension plan for eligible
   employees.  Contributions to the plan were $1,055 and $1,052 in 1995 and
   1994, respectively.

In September 1996, an amendment to the pension plan was approved by the Board
   of Directors.  The amendment terminated the plan and all participants
   became 100% vested in their accounts.  No new participants were eligible
   to participate in the plan after December 31, 1995.

(7)     Operating Leases

The Company has an operating lease on a month-to-month basis for its
   administrative office space in Kansas City, Missouri.  In addition, the
   subsidiaries of the Company have operating leases for certain retail
   facilities.  Rent expense for operating leases in the aggregate amounted
   to $142,190, $90,192 and $47,541 for the years ended December 31, 1996,
   1995 and 1994, respectively.

                                    -34-

<PAGE>  35


              CENTRAL COAL & COKE CORPORATION AND SUBSIDIARIES
                           KANSAS CITY, MISSOURI

                 Notes to Consolidated Financial Statements


A summary of minimum lease commitments, all of which relate to the food
   operation, follows:

<TABLE>
<CAPTION>
                  Year ended
                  December 31,
                  ____________
                  <S>             <C>
                  1997          $ 91,390
                  1998            69,020
                  1999            62,400
                  2000            45,000
                  2001            30,400
</TABLE>

It is expected that, in the ordinary course of business, leases will be
   renewed or replaced.

(8)     Disclosures About Fair Value of Financial Instruments

 Cash, Cash Equivalents, Trade Receivables and Trade Payables

The carrying amount approximates fair value because of the short maturity of
   these financial instruments.

 Debt and Equity Securities

The fair values of debt and equity securities are based on quoted market
   prices.  The fair value of debt and equity securities are disclosed in
   note 2.

(9)     Related Party Transaction

During February 1994, an Investment Management Agreement was entered into
   between the Company and Woodwin Management, Inc.  The Company's president
   is also the president, director and stockholder of Woodwin Management,
   Inc.  Under this agreement, the Company has agreed to pay a fee at an
   annual rate of .50% of the market value of the assets under management.
   Woodwin Management, Inc. is managing the Company's equity securities
   portfolio.  The fee paid in 1996, 1995 and 1994 to Woodwin Management,
   Inc. was $4,530, $3,625 and $1,845, respectively.  In the opinion of
   management of the Company, the terms of this Investment Management
   Agreement are reasonable and competitive.

                                    -35-

<PAGE>  36


              CENTRAL COAL & COKE CORPORATION AND SUBSIDIARIES
                           KANSAS CITY, MISSOURI

                 Notes to Consolidated Financial Statements


(10)     Business Segment Information

The Company operates in two business segments:  energy and retail food.  The
   energy segment consists of the leasing of real properties and mineral
   interests in the midwestern and southern United States to operating
   leasees.  Coal royalties in 1996 were received from four customers, with
   92% being received from one customer.  Oil and mineral leases and bonuses
   were received from six customers in 1996, with 38% being recognized from
   the largest customer.  Oil and gas royalties were received from four
   customers in 1996, with 97% being received from one customer.  The retail
   food segment, which commenced in 1993, consists of the operation of a fast
   food bagel and delicatessen business with two locations in Ohio, one
   location in Pennsylvania and one location in California.  Business segment
   information for 1996, 1995 and 1994 is as follows:

<TABLE>
<CAPTION>
                                          Retail
1996                           Energy     food        Total
                               _________  _________   __________
<S>                            <C>        <C>         <C>

Operating revenue            $ 1,159,008  1,117,793    2,276,081

Operating income (loss)      $ 1,155,701  (264,520)      891,181
General corporate expenses                             (351,939)
Investment income                                        555,674
Gain on sale of real estate                               37,024
Other                                                      2,273
                                                      __________
Earnings before income
 taxes                                              $  1,134,213

Depreciation and depletion   $     2,349     76,651       79,000

Capital expenditures         $         0     77,734       77,734

Identifiable assets          $ 1,123,661    349,099    1,472,760
Corporate assets                                       9,564,718
                                                      __________
Total assets                                        $ 11,037,478
</TABLE>

                                    -36-

<PAGE>  37


              CENTRAL COAL & COKE CORPORATION AND SUBSIDIARIES
                           KANSAS CITY, MISSOURI

                 Notes to Consolidated Financial Statements

<TABLE>
<CAPTION>
                                          Retail
1995                           Energy     food        Total
                               _________  _________   __________
<S>                            <C>        <C>         <C>

Operating revenue            $ 1,001,096    870,380    1,871,476

Operating income (loss)      $   995,757  (119,848)      875,909
General corporate expenses                             (381,556)
Investment income                                        618,648
Gain on sale of real estate                               68,162
Other                                                      2,077
                                                      __________
Earnings before income
 taxes                                              $  1,183,240

Depreciation and depletion   $     2,402     53,435       55,837

Capital expenditures         $         0    234,838      234,838

Identifiable assets          $ 1,156,280    338,363    1,494,643
Corporate assets                                       9,686,903
                                                      __________
Total assets                                        $ 11,181,546
</TABLE>


<TABLE>
<CAPTION>
                                          Retail
1994                           Energy     food        Total
                               _________  _________   __________
<S>                            <C>        <C>         <C>

Operating revenue            $   685,658    406,291    1,091,949

Operating income (loss)      $   683,077   (69,513)      613,564
General corporate expenses                             (289,398)
Investment income                                        433,812
Gain on sale of real estate                               32,925
Other                                                        122
                                                      __________
Earnings before income
 taxes                                              $    791,025

Depreciation and depletion   $     2,341     20,330       22,671

Capital expenditures         $         0     78,932       78,932

Identifiable assets          $ 1,130,136    145,680    1,275,816
Corporate assets                                       9,465,864
                                                      __________
Total assets                                        $ 10,741,680
</TABLE>
Identifiable assets are those assets used in the Company's operations in
   each segment.  Corporate assets are principally cash and cash
   equivalents and investments in securities.  The operating income of each
   industry segment includes the revenue generated on transactions
   involving products and services within that industry segment less
   identifiable and allocated expenses.

                                    -37-

<PAGE>  38


              CENTRAL COAL & COKE CORPORATION AND SUBSIDIARIES
                           KANSAS CITY, MISSOURI

                 Notes to Consolidated Financial Statements


(11)     Stock Option Plan

In April 1995, the Company adopted a nonqualified stock option plan (the
   Plan) pursuant to which the Company's Board of Directors may grant stock
   options to Directors in lieu of cash compensation.  The Plan authorizes
   grants of options to purchase up to 25,000 shares of common stock.  Stock
   options are granted with an exercise price equal to the stock's fair
   market value at the date of grant.  All stock options have a term of ten
   years and vest and become fully exercisable on the date of grant.

During 1996, 2,500 options were granted with an exercise price of $30.50.
   During 1995, 2,500 options were granted with an exercise price of $29.00.
   No options were exercised during 1996 or 1995.  At December 31, 1996,
   there were 20,000 shares available for grant under the Plan.

The per share weighted average fair value of stock options granted during
   1996 and 1995 was $1.84 and $2.29 on the date of grant using the Black
   Scholes option-pricing model with the following weighted average
   assumptions:  1996 - expected dividend yield 6.0%, expected volatility of
   9.0%, risk-free interest rate of 6.3% and an expected life of five years;
   1995 - expected dividend yield 6.0%, expected volatility of 9.0%, risk-
   free interest rate of 6.3% and an expected life of five years.

The Company applies APB Opinion No. 25 in accounting for its Plan and,
   accordingly, no compensation cost has been recognized for its stock
   options in the accompanying consolidated financial statements.  Had the
   Company determined compensation cost based on the fair value at the grant
   date for its stock options under SFAS No. 123, the Company's net earnings
   and earnings per share would have been reduced to the pro forma amounts
   indicated below:

<TABLE>
<CAPTION>
                                            1996        1995
                                            __________  __________
                   <S>                      <C>         <C>
                   Net Earnings:
                     As reported          $    790,790     830,662

                     Pro forma                 786,878     826,636

                   Earnings per share:
                     As reported                  2.13        2.22

                     Pro forma                    2.12        2.21
</TABLE>

                                    -38-

<PAGE>  39


              CENTRAL COAL & COKE CORPORATION AND SUBSIDIARIES
                           KANSAS CITY, MISSOURI


                 Notes to Consolidated Financial Statements


(12)     Food Operations

Food operations of the Company's fast food bagel and delicatessen business
   includes the following expenses for the years ended December 31, 1996,
   1995 and 1994:

<TABLE>
<CAPTION>
                                 1996      1995      1994
                                 ________  ________  ________
<S>                              <C>       <C>       <C>
Salaries and wages             $  341,856   228,950   113,996
Occupancy expense                 132,296    80,660    38,609
Depreciation and amortization
 expense                           76,651    53,435    20,330
Utility expense                    41,194    28,134    12,763
Other expenses                    241,701   146,825    57,565
                                 ________  ________  ________
                               $  833,698   538,004   243,263
</TABLE>




                                    -39-