The Quick & Reilly Group, Inc. and Subsidiaries
                         Selected Financial Highlights

Fiscal Year Ended the Last Day of February
(In Thousands, Except Per Share Amounts)
<TABLE>
<CAPTION>

                             1997      1996        1995       1994        1993
                             ----      ----        ----       ----        ----
<S>                         <C>       <C>        <C>        <C>        <C>      
Revenues                    $507,032   $443,865   $309,851   $265,196  $195,934
Net Revenues                 379,412    324,600    231,416    226,405   171,696
Income Before Provision for
 Income Taxes                139,176    122,215     80,402     79,897    52,196
Net Income                    82,019     69,443     41,461     42,491    28,695
Earnings Per Share (1)          2.17       1.85       1.11       1.12     0.78
Cash Dividends Per Share (1)    0.28       0.23       0.19       0.17     0.13
Total Assets               4,132,042  3,522,903  2,581,880  2,476,855 1,376,965
Total Liabilities          3,757,490  3,220,269  2,345,012  2,271,897 1,207,639
Total Shareholders' Equity   374,402    302,164    236,868    204,958   169,326
Book Value Per Share (1)        9.90       8.00       6.34       5.44     4.50
</TABLE>

<F1>
(1) All per share data have been restated to reflect the three-for-two stock 
split paid on March 25, 1997.



                The Quick & Reilly Group, Inc. and Subsidiaries
                    Management's Discussion and Analysis of
                 Results of Operations and Financial Condition

Description of Business

The Quick & Reilly Group,  Inc. (the  "Company") is a holding company owning all
the  capital  stock of its  primary  subsidiaries:  Quick & Reilly,  Inc.,  U.S.
Clearing Corp., JJC Specialist Corp. and Nash, Weiss & Co.
     Quick & Reilly,  Inc.("Q&R") was incorporated in New York on March 1, 1974,
and became the first New York Stock Exchange,  Inc. ("NYSE") member organization
to offer  substantially  discounted  commission  rates to  individual  investors
following  the  elimination  of fixed  commission  rates by the  Securities  and
Exchange  Commission  ("SEC")  on  May  1,  1975.  
     U.S.  Clearing  Corp.  ("U.S.  Clearing") was  incorporated  in New York on
December 22, 1978,  and began clearing  customer  trades in March 1979. In 1992,
U.S.  Clearing  established its  institutional  sales operation.  On January 23,
1996,  U.S.  Clearing formed a subsidiary,  Quick & Reilly  Limited,  to arrange
transactions  in U.S.  Securities  for  institutional  investors  in the  United
Kingdom  and  Switzerland.  Quick  &  Reilly  Limited  became  a  member  of the
Securities  and Futures  Authority  of the United  Kingdom on July 3, 1996,  and
maintains  offices in London,  England and Zurich,  Switzerland.  
     JJC Specialist  Corp.  ("JJC  Specialist")  was incorporated in New York on
September 10, 1982, and conducts specialist operations on the floor of the NYSE.
In October 1995, JJC Specialist acquired the specialist operations of MMS&N, LLC
("MMS&N"). 
     In March 1997, the Company acquired Nash, Weiss & Co. ("Nash,  Weiss"),  an
over-the-counter  market  maker  (see  note  16 to  the  Consolidated  Financial
Statements).  
     Q&R, U.S. Clearing and JJC Specialist are member  organizations of the NYSE
and are  registered  broker-dealers  with the SEC.  Nash,  Weiss is a registered
broker-dealer  with the SEC. Q&R, U.S.  Clearing and Nash,  Weiss are members of
the National  Association of Securities Dealers.  U.S. Clearing is also a member
of the American Stock Exchange,  Boston Stock Exchange,  Pacific Stock Exchange,
Philadelphia  Stock  Exchange,  Chicago Stock Exchange and Chicago Board Options
Exchange.  Q&R, U.S. Clearing, JJC Specialist and Nash, Weiss are members of the
Securities  Investors  Protection  Corporation,  which  provides  protection for
customer accounts up to $500,000 per customer,  with a limitation of $100,000 on
claims for cash  balances.  U.S.  Clearing has also  arranged for an  additional
$49.5 million  protection  per customer on securities  through Aetna  Casualty &
Surety Co. 

Results of Operations 

Comparison of 1997 and 1996 Results 

Fiscal 1997  Revenues of the Company  increased  14% compared  with fiscal 1996,
while Net Revenues increased 17%. Commissions and Clearance Income increased 19%
compared with 1996, due to increased  trading  volume in the securities  markets
and increased  floor  brokerage  income in JJC  Specialist  primarily due to the
inclusion  of a full year's  operating  results for MMS&N in the current  fiscal
year.  Interest Income  increased 8% primarily due to increased  customer margin
debits and stock borrowing  activities as well as an increase in interest rates.
Interest Expense  increased 7% primarily due to stock lending  activities and an
increase in interest  rates.  Trading income  increased 13% primarily due to the
inclusion  of a full year's  operating  results for MMS&N in the current  fiscal
year. Other Revenues increased 20% primarily due to increased fee income.  
     Total  Non-Interest  Expenses  increased  19% for fiscal 1997 compared with
fiscal 1996.  Employee  Compensation and Benefits increased 20% due to increases
in incentive  bonuses and the increase in personnel at JJC Specialist due to the
inclusion  of a full year's  operating  results for MMS&N in the current  fiscal
year.  Data Processing and Equipment  Rental  increased 34% primarily due to the
increased  trading volume as well as the  development of new accounting and data
base systems.  Brokerage,  Exchange and Clearance  Fees  increased 4% due to the
increased  trading  volume.  Printing,  Postage,  Stationery and Office Supplies
decreased 10% due to improved and more efficient purchasing procedures. Rent and
Other  Occupancy  increased  24%  primarily  due to the  expansion of Q&R,  U.S.
Clearing  and JJC  Specialist  office  and  operational  space in New York City.
Professional  Services increased 72% primarily due to increased  consulting fees
for the new accounting  systems being implemented for the various  subsidiaries,
as well as for Q&R's upgrade of its marketing  data base and  implementation  of
its Internet trading system.  Communication costs increased 12% primarily due to
the increased  volume and the increase in trading activity at the Easy Trade and
twenty four hour brokerage operations at Q&R.  Amortization of Intangible Assets
increased  43%  primarily  due to the JJC  Specialist  acquisition  of  MMS&N in
October  1995.  Other  expenses  increased  11%  primarily  due to the increased
volume.  

Comparison of 1996 and 1995 Results 

Fiscal 1996  Revenues of the Company  increased  43% compared  with fiscal 1995,
while Net Revenues increased 40%. Commissions and Clearance Income increased 42%
compared with 1995, due to increased  volume in the  securities  markets and the
October  1995  acquisition  of  the  specialist   operations  of  MMS&N  by  JJC
Specialist.  Interest Income  increased 40% primarily due to increased  customer
margin debits and stock borrowing  activities.  Interest Expense  increased 52%,
primarily  due  to  stock  lending  activities.  Trading  Income  increased  62%
primarily due to the  acquisition of the  specialist  operations of MMS&N by JJC
Specialist  and  increased  trading  revenue by U.S.  Clearing.  Other  Revenues
increased 49%, primarily due to increased fee income.


     Total  Non-Interest  Expenses  increased  34% for fiscal 1996 compared with
fiscal 1995. Employee  Compensation and Benefits increased 28%, primarily due to
increases in incentive  bonuses and the increase in personnel at JJC  Specialist
due to the  acquisition of MMS&N in October 1995.  Data Processing and Equipment
Rental  increased 41%,  primarily due to the increased  trading  volume,  as did
Brokerage,  Exchange, and Clearance Fees, increasing by 36%. Printing,  Postage,
Stationery and Office Supplies  increased by 26%, due to the increase in trading
volume as well as the  increase in postage  rates.  Advertising  increased  60%,
primarily due to the increased  commitments  of the Q&R  advertising  campaigns.
Rent and Other Occupancy  increased 25%, primarily due to the opening of new Q&R
branch  offices and the  expansion of JJC  Specialist's  office and  operational
space.  Communication  costs increased 45% primarily due to the establishment of
the  Easy  Trade  and  twenty  four  hour  brokerage  operations  at Q&R and the
increased  volume.  Amortization of Intangible  Assets increased 53%, due to the
three  broker-dealer   acquisitions  during  the  fiscal  year.  Other  expenses
increased 62%, primarily due to the increased volume and management's commitment
to expand the various subsidiaries' businesses.  

Liquidity and Capital Resources

Management of the Company  believes that funds  generated from  operations  will
provide  it  with  sufficient  resources  to meet  all  present  and  reasonably
foreseeable  future  capital needs.  
     The Company's assets are highly liquid and consist mainly of cash or assets
readily convertible into cash. The Company utilizes bank borrowings,  securities
lending activities,  customers' free credit balances and other payables, as well
as the Company's  equity  capital to finance  receivables  from  customers.  The
secured financings are collateralized  primarily by customer securities pledged.
Customer  receivables  are secured by customer  securities  held as  collateral.
Receivables and payables with other broker-dealers represent either current open
transactions  that usually  settle within a few days or  securities  lending and
borrowing  activities  that are  collateralized  and  normally can be closed out
within a few days. 
     The Company's  primary  subsidiaries  are subject to regulatory net capital
requirements  which are designed to measure the general financial  integrity and
liquidity of broker-dealers. Under the SEC's net capital requirements, Q&R, U.S.
Clearing and JJC  Specialist  may not (a)pay or permit the payment or withdrawal
of any  subordinated  debt,  if payment  would  cause net  capital to fall below
certain  specified  levels;  (b) permit  equity  capital to be removed if, after
giving  effect to such  payment,  withdrawal  or removal,  either the  aggregate
indebtedness  of Q&R would exceed 10 times its net capital or the net capital of
Q&R would fail to equal 1.2 times its minimum  required  net capital or for U.S.
Clearing  would be less than 5% of its  aggregate  debit  balances  arising from
customer  transactions  or net capital of U.S.  Clearing would fail to equal 1.2
times its  minimum  required  net  capital;  or (c) permit  equity  withdrawals,
unsecured  loans or advances,  to certain related parties without prior approval
of the SEC or its designated  examining  authority if the withdrawal would cause
net capital to fall below certain specified levels. Additionally, JJC Specialist
must  comply  with  the  net  liquid  asset  requirements  of  the  NYSE.  These
restrictions  have not had,  and are not  expected  to have,  any  impact on the
ability of the Company to meet its obligations.  As of the last day of February,
1997 and 1996, the Company's principal subsidiaries had aggregate net capital of
$238,966,000  and  $196,501,000,  respectively,  which exceeded their  aggregate
minimum net capital requirements by $179,139,000 and $139,726,000, respectively.

Effects of Inflation  

The  Company's  assets are not  significantly  affected by
inflation  because they are primarily  monetary and liquid.  In addition,  large
investments in fixed assets are not required because the nature of the Company's
business is to provide services.  Management believes that the replacement costs
of furniture,  equipment and leasehold  improvements in the Company's  principal
and branch offices would not materially affect operations.  However, the rate of
inflation affects the Company's  expenses such as employee  compensation,  rent,
communications and other expenses,  which may not be readily  recoverable in the
prices of services offered by the Company.  To the extent  inflation  results in
rising interest rates and has other adverse effects upon the securities markets,
it may  adversely  affect  the  Company's  financial  position  and  results  of
operations.





                The Quick & Reilly Group, Inc. and Subsidiaries
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                      (In Thousands, Except Share Amounts)
<TABLE>
<CAPTION>
                                                 FEBRUARY 28,     February 29,
                                                    1997              1996
                                                 ---------         ---------
<S>                                             <C>               <C> 
ASSETS
 Cash and Cash Equivalents                      $   89,389       $   133,287
 Receivable from Brokers, Dealers 
  and Clearing Organization                      2,618,325         1,926,583
 Receivable from Customers- 
  Net of Allowance for Doubtful Accounts of
   $5,785 in 1997 and $6,087 in 1996             1,181,677         1,223,184
 Securities Owned- At Market Value 
   U.S. Governments                                 20,722            10,989
   Municipals                                      103,057            93,841
   Equities and Other                               36,934            50,643
 Exchange Memberships- At Cost 
  (Market Value $16,732 in 1997 
   and $14,692 in 1996)                              5,033             3,908
 Furniture, Equipment and Leasehold 
  Improvements- At Cost Less 
  Accumulated Depreciation and Amortization 
  of $13,042 in 1997 and $9,462 in 1996             17,047            15,307
 Other Assets                                       59,858            65,161
                                                 -----------      ----------
     TOTAL ASSETS                               $4,132,042        $3,522,903
                                                 ===========      ========== 


LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
 Money Borrowed from Banks                      $   8,600          $   1,000
 Drafts Payable                                    50,342             81,331
 Payable to Brokers, Dealers 
  and Clearing Organizations                    3,079,657          2,340,739
 Payable to Customers                             507,884            680,790
 Securities Sold, But Not Yet 
  Purchased- At Market Value                       22,378             14,847
 Income Taxes Payable                               2,552              6,608
 Accrued Expenses and Other Liabilities            86,077             94,954
                                                 ---------           --------
     TOTAL LIABILITIES                          3,757,490          3,220,269
                                                 ---------           --------

Commitments and Contingencies

Put Options Issued on Company Stock                   150               470

Shareholders' Equity:
 Preferred Stock, $.01 par value; 
  authorized 1,000,000 shares, 
  none issued and outstanding                           -                 -
 Common Stock, $.10 par value; 
  authorized 60,000,000 shares,
  issued and outstanding 37,925,555 shares          3,792             3,792
 Paid-in Capital                                   73,825            73,198
 Retained Earnings                                297,863           226,425
                                                ---------          --------
                                                  375,480           303,415
 Less: Common Stock in Treasury, 
  at Cost - 100,057 shares in 1997 and
  159,217 shares in 1996                           (1,078)           (1,251)
                                                ---------            --------
    TOTAL SHAREHOLDERS' EQUITY                    374,402           302,164
                                                ---------            --------
    TOTAL LIABILITIES AND SHAREHOLDERS' 
     EQUITY                                    $4,132,042        $3,522,903
                                               ==========          ==========

<F1>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.



</TABLE>




                The Quick & Reilly Group, Inc. and Subsidiaries
                       CONSOLIDATED STATEMENTS OF INCOME
                    (In Thousands, Except Per Share Amounts)
<TABLE>
<CAPTION>

                                  Fiscal Year Ended the Last Day of February
                                         1997        1996       1995
                                       --------    --------   --------
<S>                                   <C>         <C>        <C> 
REVENUES
 Commissions and Clearance Income      $246,708    $206,562   $145,649
 Interest                               186,639     172,824    123,668
 Trading                                 59,526      52,648     32,584
 Other                                   14,159      11,831      7,950
                                       --------    --------   --------
  Total Revenues                        507,032     443,865    309,851
 Interest Expense                       127,620     119,265     78,435
                                       --------    --------   --------
  Net Revenues                          379,412     324,600    231,416
                                       --------    --------   --------
  
NON-INTEREST EXPENSES
 Employee Compensation and Benefits     127,273     105,739    82,785
 Data Processing and Equipment Rental    33,387      24,947    17,736
 Brokerage, Exchange and Clearance Fees  18,140      17,455    12,821
 Rent and Other Occupancy                 9,042       7,307     5,838
 Advertising                              8,360       8,342     5,218
 Printing, Postage, Stationery 
  and Office Supplies                     7,012       7,827     6,208
 Professional Services                    5,234       3,040     2,881
 Communication                            4,935       4,424     3,043
 Amortization of Intangibles              4,557       3,189     2,081
 Other                                   22,296      20,115    12,403
                                       --------    --------  --------
  Total Non-Interest Expenses           240,236     202,385   151,014
                                       --------    --------  --------
  Income Before Provision for 
   Income Taxes                         139,176     122,215    80,402
 Provision for Income Taxes              57,157      52,772    38,941
                                       --------    --------  --------
  NET INCOME                           $ 82,019    $ 69,443  $ 41,461
                                       ========    ========  ========
  Earnings Per Share                   $   2.17    $   1.85  $   1.11

<F1>
The accompanying notes are an integral part of these statements.

</TABLE>


                The Quick & Reilly Group, Inc. and Subsidiaries
           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                      (In Thousands, Except Share Amounts)
<TABLE>
<CAPTION>

                                Common Stock    Paid-in   Retained   Treasury
                      Total    Shares    Amount Capital   Earnings    Stock
                    ------   ----------  ------  -------  ---------  -------
<S>                 <C>     <C>         <C>     <C>       <C>       <C>
SHAREHOLDERS' 
 EQUITY -
 FEBRUARY 28, 1994  $204,958 25,283,860 $2,528  $72,775   $131,585  $(1,930)
Effect of Three-
 for-Two Stock 
  Split Paid on 
  March 25, 1997          -  12,641,695  1,264   (1,264)         -         -
                   --------  ----------  ------  -------  ---------  -------
 
SHAREHOLDERS' 
 EQUITY -
 FEBRUARY 28, 
  1994
 RETROACTIVELY 
  RESTATED          204,958  37,925,555  3,792   71,511     131,585   (1,930)
Cash Dividends 
 on Common Stock     (7,209)          -      -        -      (7,209)       -
Purchase of 
 Treasury Stock      (2,342)          -      -        -           -   (2,342)
Net Income           41,461           -      -        -      41,461        -
                  ---------  ----------  ------  -------   ---------  -------

SHAREHOLDERS' 
 EQUITY -
 FEBRUARY 28, 
  1995              236,868  37,925,555  3,792   71,511     165,837   (4,272)
Cash Dividends 
 on Common Stock     (8,855)          -      -        -      (8,855)       -
Cash Paid in Lieu 
 of Shares Issued 
 On Account of Two 
 Three-For-Two 
 Stock Splits          (11)           -       -     (11)          -        -
Purchase of 
 Treasury Stock        (52)           -       -       -           -      (52)
Sale of Treasury 
 Stock Under Stock 
 Option Plan and 
 Related Tax 
  Benefits           5,185            -       -   2,112           -    3,073
Proceeds From Put 
 Options Written 
 and Expired            56            -       -      56           -        -
Put Options Issued 
 on Company Stock     (470)           -       -    (470)          -        -
Net Income          69,443            -       -       -      69,443        -
                 ---------   ----------  ------  -------  ---------  -------

SHAREHOLDERS' 
 EQUITY -
 FEBRUARY 29, 
  1996             302,164   37,925,555   3,792  73,198     226,425  (1,251)
Cash Dividends 
 on Common Stock   (10,581)           -       -       -     (10,581)      -
Purchase of 
 Treasury Stock       (697)           -       -       -           -    (697)
Sale of Treasury 
 Stock Under Stock 
 Option Plan and 
 Related Tax 
 Benefits            1,149            -       -     279           -     870
Proceeds From Put 
 Options Written 
 and Expired            28            -       -      28           -       -
Put Options 
 Issued On 
 Company Stock        (150)           -       -    (150)          -       -
Put Options Issued 
 On Company Stock 
 in Previous Year 
 and Expired 
 This Year             470            -       -     470           -       -
Net Income          82,019            -       -       -      82,019       -
                 ---------   ----------  ------  -------   --------- -------

SHAREHOLDERS' 
 EQUITY -
 FEBRUARY 28, 
  1997            $374,402   37,925,555  $3,792  $73,825   $297,863  $(1,078)
                ==========   ==========  ======  =======   ========   =======  
    
<F1>
The accompanying notes are an integral part of these statements.
</TABLE>






                The Quick & Reilly Group, Inc. and Subsidiaries
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In Thousands)

<TABLE>
<CAPTION>
                                     Fiscal Year Ended the Last Day of February
                                        1997            1996        1995
                                     --------       --------     --------
<S>                                <C>            <C>          <C> 
CASH FLOWS FROM 
 OPERATING ACTIVITIES:
  Net Income                        $  82,019      $  69,443    $   41,461
 Adjustments to Reconcile Net 
  Income to Net Cash Provided 
  By (Used in) Operating Activities:
   Depreciation and Amortization        8,297          5,668        3,503
 Decreases (Increases) in Operating 
  Assets: 
   Receivable From Brokers, Dealers 
    and Clearing Organizations       (691,742)      (320,373)       4,485
   Receivable From Customers           41,507       (422,300)     (69,531)
   Securities Owned                    (5,240)       (49,057)     (41,630)
   Other Assets                           714         (4,614)        (980)
 Increases (Decreases) in 
  Operating Liabilities:
   Money Borrowed From Banks            7,600         (6,797)     (30,206)
   Drafts Payable                     (30,989)        46,809      (12,030)
   Payable to Brokers, Dealers 
    and Clearing Organizations        738,918        519,588       62,413
   Payable to Customers              (172,906)       271,230       32,991
   Securities Sold, But Not 
    Yet Purchased                       7,531          1,929        4,859
   Income Taxes Payable                (4,056)         2,965        1,941
   Accrued Expenses and 
    Other Liabilities                  (8,877)        39,533       13,147
                                      --------      --------      -------
     NET CASH PROVIDED BY 
     (USED IN) OPERATING ACTIVITIES   (27,224)       154,024       10,423
                                      --------      --------      -------
CASH FLOWS FROM 
 FINANCING ACTIVITIES:
  Cash Dividends Paid on 
   Common Stock and Cash Paid 
   in Lieu of Shares Issue            (10,581)       (8,866)      (7,209)
  Payments for Purchase of 
   Treasury Stock                        (697)          (52)      (2,342)
  Proceeds From Sale of 
   Treasury Stock                       1,149         5,185            -
  Proceeds From Put Options 
   Written and Expired                     28            56            -
                                     --------      --------      -------
     NET CASH USED IN 
     FINANCING ACTIVITIES             (10,101)       (3,677)      (9,551)
                                     --------      --------      -------
CASH FLOWS FROM 
 INVESTING ACTIVITIES:
  Payment for Purchase of 
   Exchange Membership                (1,125)             -            -
  Payments for Purchase of 
   Furniture, Equipment and 
   Leasehold Improvements             (5,448)       (11,398)      (1,833)
  Payments for Acquisitions                -        (46,525)           -
                                    --------       --------      -------
     NET CASH USED IN 
     INVESTING ACTIVITIES            (6,573)        (57,923)      (1,833)
                                    --------       --------      -------
NET INCREASE (DECREASE) IN 
 CASH AND CASH EQUIVALENTS          (43,898)         92,424         (961)
                                    --------       --------      -------
CASH AND CASH EQUIVALENTS 
 AT THE BEGINNING OF THE YEAR       133,287          40,863       41,824
                                    --------       --------      -------
CASH AND CASH EQUIVALENTS 
 AT THE END OF THE YEAR           $  89,389        $133,287     $ 40,863
                                   =========      =========     ========

SUPPLEMENTAL DISCLOSURE OF 
 CASH FLOW INFORMATION:
  Cash Paid During the Year for-
   Interest                        $125,527       $117,850      $69,282
   Income Taxes                      56,733         48,120       29,569
  Noncash Financing and Investing 
   Activities
    Issuance of Common Stock for 
     Noncash Net Assets and 
     Intangible Assets                    -      $    1000           -
<F1>
The accompanying notes are an integral part of these statements. 


</TABLE>



                The Quick & Reilly Group, Inc. and Subsidiaries
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 -  ORGANIZATION  AND  SIGNIFICANT  ACCOUNTING  POLICIES The  consolidated
financial statements include the accounts of The Quick & Reilly Group, Inc. (the
"Company") and its wholly owned subsidiaries which include Quick & Reilly, Inc.,
("Q&R"), a broker-dealer  providing discount brokerage  services;  U.S. Clearing
Corp., ("USCC"), a broker-dealer  providing securities clearance for Q&R and JJC
Specialist  Corp.  ("JJC  Specialist"),  as  well  as  for  other  correspondent
broker-dealers;  and JJC Specialist, a broker-dealer that is a specialist on the
floor of the New York Stock  Exchange,  Inc. (the "primary  subsidiaries").  All
material intercompany  transactions have been eliminated.
     Customer transactions are recorded on a settlement date basis.  Proprietary
transactions,  commission  and clearance  revenues and the related  expenses are
recorded on a trade date basis.
     Securities owned and securities sold, but not yet purchased,  are valued at
market  and the  resulting  unrealized  gains and losses  are  reflected  in the
consolidated statements of income.
     Intangible  assets are being amortized on a straight-line  basis over three
to  fifteen  years.   Office  furniture  and  equipment  are  depreciated  on  a
straight-line  basis  over  three to eight  years.  Leasehold  improvements  are
amortized over the lives of the related leases.
     The Company  considers  short-term,  highly liquid  investments  to be cash
equivalents.
     Certain  amounts have been restated for the fiscal years ended the last day
of February 1996 and 1995, to conform with the February 28, 1997, presentation.
     The  preparation of the financial  statements  requires  management to make
certain  estimates  and  assumptions  that  affect the  reported  amounts in the
accompanying consolidated financial statements. Management does not believe that
actual results will differ materially from these estimates.
     During the  fiscal  year ended  February  28,  1997,  the  Company  adopted
Statement of Financial  Accounting  Standards No. 123 ("SFAS 123"),  "Accounting
for  Stock-Based  Compensation,"  which was effective for fiscal years beginning
after December 15, 1995. The statement  encourages the use of a fair-value-based
method of accounting for stock-based  awards under which the fair value of stock
options is determined on the date of grant and expensed over the vesting period.
Companies may, however,  continue to measure  compensation costs for those plans
using the method prescribed by Accounting  Principles Board Opinion No. 25 ("APB
No. 25"), "Accounting for Stock Issued to Employees." Companies that continue to
apply APB No. 25 are required to include pro forma  disclosures  of net earnings
and net earnings per share as if the  fair-value-based  method of accounting had
been  applied.  The  Company  has  elected to account  for such plans  under the
provisions of APB No. 25.
     On March 25, 1997, the Company  effected a three-for-two  stock split.  All
per share amounts for earnings and cash dividends for the fiscal years ended the
last day of February  1997,  1996 and 1995 have been  adjusted to give effect to
this transaction.  In addition,  the number of Common Stock shares  outstanding,
and related dollar  amounts of Common Stock and Paid-in  Capital as shown on the
Consolidated  Statements of Financial Condition on the last day of February 1997
and 1996 and the Consolidated  Statements of Changes in Shareholders'  Equity on
the last day of February 1997, 1996 and 1995 have been retroactively restated to
give effect to this transaction.

NOTE 2 - ACQUISITIONS

     During the fiscal year ended  February 29, 1996, Q&R acquired the assets of
three retail  broker  dealers and JJC  Specialist  acquired the  operations of a
specialist  firm, for cash and shares of the Company's  common stock.  The major
portion of the purchase prices have been allocated to various intangible assets,
including  customer  lists,  goodwill and  covenants  not to compete,  which are
reflected in Other Assets at  $42,117,000  and  $45,218,000,  net of accumulated
amortization of $4,406,000 and $1,305,000 at February 28, 1997, and February 29,
1996, respectively.
     During the fiscal year ended  February 28, 1994, Q&R acquired the assets of
a  broker-dealer  for cash.  The major  portion of the  purchase  price has been
allocated to customer lists, goodwill, and covenants not to compete ("Intangible
Assets") which are reflected in Other Assets at $2,549,000 and $2,775,000 net of
accumulated  amortization  of $851,000 and  $625,000 at February  28, 1997,  and
February 29, 1996, respectively. During the fiscal year ended February 28, 1993,
JJC Specialist  acquired  through merger the specialist  firm of Stokes,  Hoyt &
Co., and renamed it JJC  Specialist  Partners.  The Company issued shares of its
common stock to the sellers valued as of the closing date of the  transaction in
December  1992.  The major portion of the purchase  price has been  allocated to
goodwill and covenants not to compete.  Goodwill is reflected in Other Assets in
the amount of  $997,000  and  $2,193,000,  net of  accumulated  amortization  of
$4,984,000  and  $3,788,000  at  February  28,  1997,  and  February  29,  1996,
respectively.  Covenants  not to  compete  have  been  fully  amortized  at both
February 28, 1997,  and February 29, 1996.
     The acquisitions were accounted for under the purchase method of accounting
and the consolidated  financial  statements include the results of operations of
the businesses acquired from the date of acquisition.



NOTE 3 - RECEIVABLE FROM AND PAYABLE TO 
BROKERS, DEALERS AND CLEARING ORGANIZATIONS

Amounts receivable from and payable to brokers, dealers and clearing
organizations include (in thousands):
                                                  February 28,     February 29,
                                                      1997              1996
                                                   ----------        ----------
Receivable:
Securities Borrowed ...........................    $2,536,621        $1,837,018
Securities Failed to Deliver ..................        20,749            23,575
Clearing Organizations and Other ..............        60,955            65,990
                                                    ---------        ----------
                                                   $2,618,325        $1,926,583
                                                   ==========        ==========
Payable:
Securities Loaned .............................    $2,885,738        $2,065,112
Securities Failed to Receive ..................        11,083            10,970
Clearing Organizations and Other ..............       182,836           264,657
 ..............................................    ----------        ----------
                                                   $3,079,657        $2,340,739
                                                   ==========        ==========

     As these  amounts are  short-term  in nature,  their  carrying  amount is a
reasonable estimate of fair market value.

NOTE 4 - RECEIVABLE FROM AND PAYABLE TO CUSTOMERS

The amounts shown represent the dollar  balances  receivable from and payable to
customers in connection with securities, cash and margin transactions.  Customer
receivables  are  collateralized  by  securities,  the  value  of  which  is not
reflected  in the  consolidated  financial  statements.  As  these  amounts  are
short-term in nature,  their carrying  amounts are reasonable  estimates of fair
market value.

NOTE 5 - MONEY BORROWED FROM BANKS

Money borrowed from banks in the amount of $8,600,000 and $1,000,000 at February
28,  1997 and  February  29,  1996,  respectively,  is fully  collateralized  by
securities owned by customers and noncustomers.  These borrowings are payable on
demand and  generally  bear  interest  at the  brokers'  call rate.  The average
borrowings   during  fiscal  1997  and  1996  were  $5,481,000  and  $8,078,000,
respectively.  The weighted  average  interest rates during fiscal 1997 and 1996
were 5.82% and 5.86%, respectively. As these borrowings are short-term in nature
and bear  market  rates of  interest,  their  carrying  amounts  are  reasonable
estimates of fair market value.

NOTE 6 - COMMITMENTS AND CONTINGENCIES

The  Company  and  its  primary   subsidiaries   occupy  office  premises  under
noncancellable leases expiring at various dates through January 31, 2008. Future
minimum  aggregate  rentals,   excluding  escalations,   under  the  leases  are
$4,947,000;  $4,323,000;  $4,080,000;  $3,939,000 and $3,585,000 for each of the
fiscal years ending the last day of February 1998 through 2002,  and  $4,531,000
thereafter.  The  leases  contain  provisions  for  rent  escalations  based  on
increases in costs  incurred by the lessor.  Rental expense under the leases was
$5,448,000, $4,755,000 and $3,780,000 for the fiscal years ended the last day of
February 1997, 1996 and 1995, respectively.
     Margin   requirements  of   approximately   $85,052,000   with  a  clearing
corporation at February 28, 1997,  have been  satisfied by obtaining  letters of
credit with face amounts totaling $83,000,000 and other deposits. The letters of
credit are secured by customers' margin securities.
     In the  ordinary  course  of  their  securities  business,  certain  of the
Company's  primary  subsidiaries  have been named as  defendants  in a number of
legal actions. In the opinion of management,  based on discussions with counsel,
the  resolution of such actions will not have a material  adverse  effect on the
consolidated financial condition of the Company or on its results of operations.

NOTE 7 - EARNINGS PER SHARE

Earnings per share have been  calculated  by dividing net income by the weighted
average number of shares  outstanding for the fiscal year.  Stock options issued
pursuant to The Quick & Reilly  Group,  Inc.  Stock Option Plan are common stock
equivalents.  For the fiscal years ended on the last day of February 1997,  1996
and  1995,  earnings  per share  have not been  adjusted  for the  effect of any
outstanding stock options as the impact is immaterial;  however,  they have been
retroactively  adjusted to reflect the  three-for-two  stock split  declared and
paid in March,  1997. The weighted  average shares  outstanding were 37,764,962;
37,477,765  and  37,483,185  for the fiscal years ended the last day of February
1997,  1996  and  1995,  respectively. 

 NOTE 8 -  INTEREST

Interest Income is comprised of the following (in thousands):

                                                   Fiscal Year Ended February
                                                   1997       1996        1995
                                                 --------   --------   --------
Interest on Securities Borrowed ...............  $ 94,895   $ 93,899   $ 64,892
Interest on Customer
 Margin Balances ..............................    81,220     70,590     54,273
Other Interest Income .........................    10,524      8,335      4,503
                                                 --------   --------   --------
                                                 $186,639   $172,824   $123,668
                                                 ========   ========   ========

Interest Expense is comprised of the following (in thousands):

                                                    Fiscal Year Ended February
                                                     1997      1996       1995
                                                  --------   --------   -------
Interest on Securities Loaned .................   $110,446   $103,507   $68,533
Interest on Customer
 Credit Balances ..............................     16,176     14,877     9,158
Money Borrowed From Banks .....................        969        849       714
Other Interest Expense ........................         29         32        30
                                                  --------   --------   -------
                                                  $127,620   $119,265   $78,435
                                                  ========   ========   =======




NOTE 9 - PENSION AND PROFIT SHARING PLANS

The Company and its  primary  subsidiaries  have  adopted  defined  contribution
pension and profit  sharing  plans  covering all  full-time  employees  who have
completed  one year of service.  The pension  plans  provide for the employer to
contribute  an amount based on a percentage  of  compensation  as defined in the
plan agreements. The profit sharing plans provide for the employer to contribute
an amount out of its  current  profits,  as defined in the plan  agreements,  or
accumulated  earned  surplus as determined by its Board of Directors.  Voluntary
contributions  from the  participants may not exceed ten percent of compensation
paid to them  during the plan year.  For the fiscal  years ended the last day of
February  1997,  1996  and  1995,  the  Company  and  its  primary  subsidiaries
contributed,   in  the  aggregate   $4,049,000,   $3,768,000   and   $3,365,000,
respectively,  to the plans. The Company and its primary  subsidiaries also have
noncontributory 401(k) plans covering all full-time employees.

     The Company and its primary subsidiaries  participate in The Quick & Reilly
Group,  Inc.  Employee  Benefit Plan (the  "Benefit  Plan").  The Benefit  Plan,
established on September 1, 1992, provides health benefits to eligible employees
and their  families.  The  Benefit  Plan is  subject  to the  provisions  of the
Employee  Retirement Income Security Act of 1974. For the fiscal years ended the
last  day of  February,  1997,  1996  and  1995,  the  Company  and its  primary
subsidiaries contributed,  in the aggregate,  $809,000,  $10,000 and $2,276,000,
respectively, to the Benefit Plan.

NOTE 10 - INCOME TAXES

The Company and its subsidiaries  file a consolidated  federal tax return.  Each
subsidiary  is charged or  credited  with an amount  equal to its  separate  tax
liability or benefit as if it were filing on an individual  company  basis.

     The effective tax rates differ from the federal  statutory  rate applied to
income before income taxes as follows:

                                                     Fiscal Year Ended February
                                                     --------------------------
                                                       1997     1996     1995
                                                        ---      ---      ---
Federal Statutory Income
 Tax Rate ....................................          35%      35%     35%
State and Local Taxes,
 Net of Federal Tax Benefits .................          10%      11%      14%
Other ........................................          (4%)     (3%)     (1%)
                                                        ---      ---      ---
Effective Income Tax Rate ....................          41%      43%      48%
                                                        ==       ==       ==

Income taxes consist of the following (in thousands):
                                                      Fiscal Year Ended February
                                                      --------------------------
                                                        1997     1996     1995
                                                      -------  -------  -------
Federal ......................................        $36,101  $33,159  $23,681
State and Local ..............................         21,056   19,613   15,260
                                                      -------  -------  -------
                                                      $57,157  $52,772  $38,941
                                                      =======  =======  =======

The deferred income tax provision (benefit) consists of the following (in
thousands):
                                                   Fiscal Year Ended February
                                                     1997     1996     1995
                                                    ------    -----    -----
Valuation of securities owned ................     $  (177)   $ 671    $(264)
Reserves not currently
 deductible ..................................      (2,330)    (817)     (46)
                                                    ------    -----    -----
                                                   $(2,507)   $(146)   $(310)
                                                   =======    =====    =====

The following deferred tax assets are reflected in Other Assets (in thousands):

                                                 February 28,      February 29,
                                                     1997             1996
                                                  --------          --------
Deferred Tax Assets:
Valuation of securities owned ...............       $   56            $    0
Reserves not currently deductible ...........        4,469             2,139
                                                   --------         --------
                                                    $4,525            $2,139
                                                   ========         ========

The following deferred tax liabilities are reflected in Accrued Expenses and
Other Liabilities (in thousands):

                                                  February 28,      February 29,
                                                     1997               1996
                                                   --------           --------
Deferred Tax Liability:
Valuation of securities owned ...............        $167               $288
                                                   ========           ========
NOTE 11 - CAPITAL REQUIREMENTS


As  registered  broker-dealers  and  member  firms  of  the  NYSE,  the  primary
subsidiaries  are subject to certain capital rules of both the SEC and the NYSE.
These rules require  registrants to maintain  minimum levels of net capital,  as
defined,  and may  require a member to reduce its  business or prohibit a member
from  expanding  its  business  and  declaring  dividends  as  its  net  capital
approaches  specified  minimum levels. As of February 28, 1997, and February 29,
1996, the primary subsidiaries had net capital, in the aggregate of $238,966,000
and  $196,501,000,  respectively,  which exceeded  aggregate minimum net capital
requirements by $179,139,000 and $139,726,000,  respectively.  While the primary
subsidiaries' aggregate equity capital is includable in net capital, $80,376,000
is not available for payment of cash  dividends and advances to the Company.  As
of February  28,  1997,  this  limitation  does not  restrict  the Company  from
declaring its regular dividends to its shareholders.


NOTE 12 - STOCK OPTION PLAN

On May 7, 1996, the Company amended The Quick & Reilly Group,  Inc. Stock Option
Plan  ("the  Plan"),  to (a)  increase  to number  of shares of common  stock to
4,720,937 (b) provide that options may be granted for up to ten years and may be
subjected to certain vesting  requirements  determined by the Board of Directors
and (c) limit the number of shares to 100,000 which may be granted in any fiscal
year to any one optionee.  Pursuant to the Plan,  all options are granted at not
less than fair market value on the date of grant and for a term  determined from
time to time by the Board, but in no event shall an option be granted for a term
of more than ten years, subject to earlier termination.  All options outstanding
on the last day of February 1997, 1996 and 1995 are  exercisable.  The number of
shares  of  common  stock  authorized  under  the  Plan has  been  increased  to
7,081,405,  to reflect the three-for-two  stock split paid in March, 1997, which
has been retroactively  applied.  On March 15, 1997, six officers of the Company
were granted  options at fair market value to purchase 75,000 shares each of the
Company's common stock.

     The following  summarizes shares outstanding under the Plan at February 28,
1997,  February 29, 1996 and February  28, 1995,  and changes  during the fiscal
years ended on these dates:

STOCK OPTION                                                  Market Price
                                                           --------------------
                                            Number of
                                             Shares        Per Share    Total
                                            -----------------------------------
Outstanding at
 February 28, 1994 .....................     558,141        $ 8.41  $ 4,693,000

Granted at $8.07 per share .............     186,047        $ 7.74    1,440,000
Granted at $10.81 per share ............     101,250        $ 8.19      829,000
                                           ---------
Outstanding at
 February 28, 1995 .....................     845,438        $10.37  $ 8,768,000

Granted at $10.81 per share ............      50,625        $17.17      869,000
Exercised at $10.81 per share ..........     (50,625)       $15.88      804,000
Exercised at $10.81 per share ..........    (101,250)       $19.89    2,014,000
Exercised at $6.10 per share ...........    (186,047)       $15.75    2,930,000
                                           ---------
Outstanding at
 February 29, 1996 .....................     558,141        $17.50  $ 9,767,000

Granted at $16.25 per share ............     487,500        $16.25    7,922,000
Granted at $19.75 per share ............     127,500        $19.75    2,518,000
Exercised at $6.22 per share ...........     (36,046)       $24.83      895,000
Exercised at $6.22 per share ...........     (18,750)       $26.33      494,000
Exercised at $6.22 per share ...........     (15,000)       $25.42      381,000
Exercised at $6.22 per share ...........     (18,750)       $24.50      459,000
                                           ---------
Outstanding at
 February 28, 1997 .....................   1,084,595        $23.33  $25,304,000
                                           =========
Available for grant at
 February 28, 1997 .....................   2,876,387
                                           =========

     The  quantity  of stock  options  granted as well as the  related  exercise
prices have been retroactively adjusted to reflect the three-for-two stock split
paid on March 25, 1997.

     The per share weighted  average fair value of stock options  granted during
the fiscal years ended  February 28, 1997,  and February 29, 1996, was $5.86 and
$3.44, respectively. The fair value of stock options was determined by using the
Black Scholes option-pricing model which values options based on the stock price
at the date of grant, the expected life of the option, the estimated  volatility
of the stock,  expected dividend payments,  and the risk free interest rate over
the expected  life of the option.  The  following  assumptions  were used in the
pricing model: risk free interest rate of 6.2%; expected dividend yield of 1.9%;
expected option life of five and ten years and expected volatility of 30.68%.

     The Company applies APB No. 25 in accounting for its stock option plan and,
accordingly,   no  compensation  cost  has  been  recognized  in  the  Company's
consolidated  financial statements for stock options granted under the Plan. If,
under SFAS 123, the Company determined compensation cost based on the fair value
at the grant date for its stock  options,  net  earnings  and earnings per share
would have been reduced to the pro forma amount indicated below:
        
                                                      Fiscal Year Ended February
                                                      --------------------------
(In thousands, except per share amounts)                    1997       1996
                                                          -------     -------
Net earnings
 As reported .......................................      $82,019     $69,443
 Pro forma .........................................      $79,893     $69,344
Primary earnings per share
 As reported .......................................      $  2.17     $  1.85
 Pro forma .........................................      $  2.08     $  1.85

     Under SFAS 123,  stock  options  granted  prior to fiscal year 1996 are not
required to be included as compensation in determining pro forma net earnings.

NOTE 13 - PUT OPTIONS ON COMMON STOCK

     At February 29,  1996,  the Company had  outstanding  listed put options on
33,000  shares of its common  stock.  During the fiscal year ended  February 28,
1997, the Company sold listed put options on an additional  52,500 shares of its
common stock.  The put options give the holders the right to require the Company
to  repurchase  shares of its common  stock at  specified  prices.  Proceeds  of
$27,500  from the sale of put  options  were  credited to Paid-in  Capital.  The
amount that the Company  would be  obligated to pay to  repurchase  shares of it
common stock if all outstanding put options at February 28, 1997, were exercised
is recorded in a temporary equity account.

     Options on 70,500 shares expired  unexercised  during the fiscal year ended
February  28,  1997,  as the price of the  Company's  stock was in excess of the
strike price at maturity. Options on 7,500 shares were exercised in August 1996.
The remaining options on 7,500 shares expired in April of 1997 at a strike price
of $20.00 per share.  The quantity of shares of common  stock  related to listed
put options has been retroactively  adjusted to reflect the three-for-two  stock
split paid on March 25, 1997.


NOTE 14 - SEGMENT REPORTING

The Company,  through its primary  subsidiaries,  operates  predominately in the
securities  industry.  Operations in the securities  industry include agency and
principal transactions, as well as other securities-related financial services.

NOTE 15 - FINANCIAL INSTRUMENTS WITH
OFF-BALANCE-SHEET RISK AND CONCENTRATIONS
OF CREDIT RISK

In  the  normal  course  of  business,  the  primary  subsidiaries'   securities
activities  involve  execution,  settlement and financing of various  securities
transactions for a nationwide  customer and noncustomer  client base, as well as
specialist trading activities with  counterparties.  These activities may expose
the primary subsidiaries to risk in the event customers,  other  broker-dealers,
banks,  depositories or clearing organizations are unable to fulfill contractual
obligations.
     The primary  subsidiaries  conduct business with  broker-dealers,  clearing
organizations  and  depositories.  Banking  activities are conducted mainly with
commercial banks throughout the country primarily to support customer securities
activities.
     For  transactions  in which  the  primary  subsidiaries  extend  credit  to
customers and noncustomers,  the primary  subsidiaries seek to control the risks
associated  with  these  activities  by  requiring  the  maintenance  of  margin
collateral in compliance with various  regulatory and internal  guidelines.  The
primary  subsidiaries monitor required margin levels daily and, pursuant to such
guidelines,  request the deposit of additional  collateral or reduce  securities
positions when necessary.  In addition, the primary subsidiaries'  correspondent
broker-dealers  may be  required  to  maintain  deposits  relating  to  security
clearance activities.
     The primary  subsidiaries record clearance of securities  transactions on a
settlement date basis,  which is generally three business days after trade date.
They  are  therefore  exposed  to  off-balance-sheet  risk of loss on  unsettled
transactions  in the event  customers  and other  counterparties  are  unable to
fulfill  contractual  obligations.  The Company's primary  subsidiaries are also
exposed to  off-balance-sheet  risk of loss should the value of securities sold,
but not yet purchased, rise.
     The  Company's  primary  subsidiaries'  financing  and  securities  lending
activities  require them to pledge  securities as collateral for various secured
financing  sources such as bank loans,  securities loaned and letters of credit.
In the event the counterparty is unable to meet its contractual obligations, the
primary  subsidiaries  may be exposed  to  off-balance-sheet  risk of  acquiring
securities  at prevailing  market  prices.  They monitor the credit  standing of
counterparties  with whom they conduct business.  Risk is further  controlled by
monitoring  the  market  value of  securities  pledged  on a daily  basis and by
requiring adjustments of collateral level in the event of excess market exposure
or by instituting securities buy-in procedures when required.

NOTE 16 - SUBSEQUENT EVENT

On March 7, 1997, Nash, Weiss & Co. ("Nash, Weiss"), a registered  broker-dealer
engaged solely in the business of providing market making services in securities
traded in the over-the-counter  market, was acquired by the Company. Nash, Weiss
has retained its name. The acquisition has been accounted for using the purchase
method and is considered to be a tax-free reorganization pursuant to Section 368
of the Internal  Revenue Code. Each of the 100 shares of Nash,  Weiss issued and
outstanding  immediately prior to the acquisition was exchanged for 4,923 shares
of the Company at a price of 32 1/2, which  approximated the market price on the
date of closing.  Goodwill was created in the amount of $16,000,000  and will be
amortized over a period of ten years. Subsequent to March 7, 1997, an additional
2,461  shares of the  Company  were  issued for each of the Nash,  Weiss  shares
issued and outstanding because of the effect of the three-for-two stock split of
the Company's common shares paid on March 25, 1997.

NOTE 17 - PENDING ACCOUNTING PRONOUNCEMENTS

The  Financial  Accounting  Standards  Board  ("FASB")  has issued SFAS No. 125,
"Accounting for Transfers and Servicing of Financial Assets and  Extinguishments
of  Liabilities,"  and SFAS No. 127,  "Deferral of the Effective Date of Certain
Provisions of FASB Statement No. 125," which provide for prospective application
of certain  transactions  at January 1, 1997 and January 1, 1998. The provisions
provide recognition criteria for financial assets and liabilities and collateral
received or pledged.  The impact of current  provisions  of SFAS No. 125 has not
been  material  and the  deferral of certain  provisions  of SFAS No. 125 is not
anticipated to have a material effect on the financial condition of the Company.
     The FASB issued SFAS No. 128, "Earnings per Share", which will be effective
with  the  Company's  consolidated  financial  statements  for the  year  ending
February 28, 1998. Under this standard,  the Company will replace its disclosure
of "primary"  earnings per share with "basic" earnings per share. Basic earnings
per share  excludes  dilution  and is computed by dividing  income  available to
common  shareholders by the weighted average number of common shares outstanding
for the period.  Upon  adoption of the  standard,  prior period  amounts must be
restated.  The impact on previously  reported primary earnings per share will be
immaterial.





                The Quick & Reilly Group, Inc. and Subsidiaries
                            QUARTERLY FINANCIAL DATA
                    (In Thousands, Except Per Share Amounts)

                                     For the Fiscal Year Ended February 28, 1997
                                                     (Unaudited)
                                         ---------------------------------------
                                                       Quarter
                                         ---------------------------------------
                                           First    Second     Third    Fourth
                                         --------  --------  --------  --------
Revenues ............................... $132,283  $117,042  $118,059  $139,648
 Interest Expense ......................   29,653    30,810    31,070    36,087
                                         --------  --------  --------  --------
Net Revenues ...........................  102,630    86,232    86,989   103,561
Total Non-Interest Expense .............   63,676    55,748    56,276    64,536
Income Before Provision for Income Taxes   38,954    30,484    30,713    39,025
Net Income .............................   21,722    18,648    18,437    23,212
Earnings Per Share (1) ................. $   0.58  $   0.49  $   0.49  $   0.61






                                    For the Fiscal Year Ended February 29, 1996
                                                       (Unaudited)
                                         ---------------------------------------
                                                       Quarter
                                         ---------------------------------------
                                           First    Second    Third     Fourth
                                         --------  --------  --------  --------
Revenues ...............................  $99,851  $105,331  $109,010  $129,673
 Interest Expense ......................   32,386    28,889    29,923    28,067
                                         --------  --------  --------  --------
Net Revenues ...........................   67,465    76,442    79,087   101,606
Total Non-Interest Expense .............   42,490    47,697    50,629    61,569
Income Before Provision for Income Taxes   24,975    28,745    28,458    40,037
Net Income .............................   13,567    15,347    15,132    25,397
Earnings Per Share (1) .................  $  0.36  $   0.41  $   0.41  $   0.67

(1)  See  Note  7  to  Consolidated  Financial  Statements  for  the  method  of
calculating earnings per share.