SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549
                              _____________________

                                    FORM 10-K
                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934.


For the fiscal year ended February 28, 1997  Commission file number  1-8527


                               A.G. EDWARDS, INC.


   State of Incorporation:  DELAWARE      I.R.S. Employer Identification No.:
                                                        43-1288229

                           ONE NORTH JEFFERSON AVENUE
                           ST. LOUIS, MISSOURI  63103

Registrant's telephone number, including area code:  (314) 955-3000

Securities registered pursuant to Section 12(b) of the Act:

                                           Name of each exchange
  Title of each class                       on which registered
COMMON STOCK, $1 PAR VALUE                NEW YORK STOCK EXCHANGE

RIGHTS TO PURCHASE COMMON STOCK           NEW YORK STOCK EXCHANGE

Securities registered pursuant to Section 12(g) of the Act:  NONE

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for 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 the 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 voting stock held by non-affiliates was
approximately $2.2 billion at April 30, 1997.

At April 30, 1997, there were 63,956,050 shares of A.G. Edwards, Inc. Common
Stock, $1 par value, outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Annual Report to Stockholders for the fiscal year ended February
28, 1997 (the "1997 Annual Report to Stockholders") are incorporated by
reference into Parts I, II and IV hereof.  Portions of the Company's Proxy
Statement filed with the SEC in connection with the Company's Annual Meeting of
Stockholders to be held June 19, 1997 (the "Company's 1997 Proxy Statement") are
incorporated by reference into Part III hereof.  Other documents incorporated by
reference in this report are listed in the Exhibit Index beginning on page 14 of
this Form 10-K.
                                       1
<PAGE>

                                     PART I

ITEM 1.    BUSINESS.

       (a) General Development of Business

A.G. Edwards, Inc., a Delaware corporation, is a holding company incorporated in
1983 whose principal subsidiary, A.G. Edwards & Sons, Inc. (Edwards), is
successor to a partnership founded in 1887.  A.G. Edwards, Inc. and its directly
owned and indirectly owned subsidiaries (collectively referred to as the
Company) provide securities and commodities brokerage, asset management,
insurance, trust, investment banking and other related financial services to
individual, corporate, governmental and institutional clients.

Edwards' business, primarily with individual clients, is conducted through one
of the largest retail branch office networks (based upon number of offices) in
the United States.  At February 28, 1997, Edwards had 569 offices (up from 536
at the end of the prior fiscal year) in 48 states and the District of Columbia,
and 12,031 full-time employees (up from 11,279), including 6,070 investment
brokers (up from 5,757) providing services for approximately 1,880,000 clients
(up from 1,720,000).  No single client accounts for a significant portion of
Edwards' business.  Edwards is a member of all major securities exchanges in the
United States, the National Association of Securities Dealers, Inc. (NASD) and
the Securities Investor Protection Corporation (SIPC).  Additionally, Edwards
has memberships on several commodity exchanges and is registered with the
Commodity Futures Trading Commission (CFTC) as a futures commission merchant.

AGE Commodity Clearing Corp. (Clearing), a commodity clearing subsidiary, is
registered with the CFTC as a futures commission merchant (FCM) and operates
exclusively as a commodity clearing company for Edwards.  Clearing is a member
of all major U.S. commodities exchanges and the National Futures Association
(NFA).  The four A.G. Edwards Trust companies provide investment advisory,
portfolio management and trust services.  Gull-AGE Capital Group, Inc. serves as
general partner of 61 real estate partnerships in connection with 24 limited
partnerships sold by Edwards from 1982 through 1985.  Edwards Development
Corporation is the sole general partner in Indianapolis Historic Partners (IHP),
a partnership, in which Edwards owns the entire limited partnership interest.
IHP purchased, renovated and operated residential rental property in the
Indianapolis, Indiana area.  These properties were sold in fiscal 1997.

       (b) Financial Information About Industry Segments

The Company operates in one principal line of business, that of providing
investment services. Because the Company's services use the same distribution
personnel and facilities, and the same support services, it is impractical to
identify the assets, expenses and profitability of any one class of service.
                                       2
<PAGE>

       (c) Narrative Description of Business

Commissions, principal transactions, investment banking and asset management and
service fees were the principal sources of consolidated revenue for the last
three fiscal years.  The total amount of revenue contributed by these services,
including the amount of total revenue by class of products or services that
accounted for 10% or more of its consolidated revenues, are set forth on pages
22 and 23 of the 1997 Annual Report to Stockholders under the caption "Ten-Year
Financial Summary." Such information is hereby incorporated by reference.

The Company markets and distributes its products and services to its clients in
the 48 contiguous states and the District of Columbia through its branch office
network, 6,070 investment brokers and 5,961 support employees.

COMMISSIONS

Commission revenue represents the most significant source of revenue for the
Company, accounting for approximately 50% of total revenue in each of the last
five years.  The following briefly describes the Company's sources of commission
revenue.

Listed and Over-the-Counter Securities.  A significant portion of the Company's
revenue is derived from commissions generated on securities transactions
executed by Edwards, as a broker, in common and preferred stocks and debt
instruments on exchanges or in the over-the-counter markets.  Edwards' brokerage
clients are primarily individual investors; however, resources continue to be
directed to further the development of its institutional business.  Edwards'
commission rates for brokerage transactions vary with the size and complexity of
the transactions, among other factors.

Options.  Edwards acts as broker in the purchase and sale of option contracts to
buy or sell securities, primarily common stocks and stock indexes.  Edwards
holds memberships for trading on principal option exchanges.

Mutual Funds.  Edwards distributes mutual fund shares in continuous offerings of
open-end funds.  Income from the sale of mutual funds is derived primarily from
the standard dealer's discount which varies as a percentage of the client's
purchase price depending upon the size of the transaction and terms of the
selling agreement.  Revenues derived from mutual fund sales continue to be a
significant portion of overall revenues.  Edwards does not sponsor its own
mutual fund products.

Commodities and Financial Futures.  Edwards acts as broker in the purchase and
sale of commodity futures contracts, financial futures contracts and options on
commodity and financial futures contracts.  These contracts cover agricultural
products, precious metals, currency, interest rate and stock index futures.
Substantially all of Edwards' clients' futures transactions are executed and
cleared through Clearing.  Nearly all transactions in futures contracts are
executed with a relatively low margin deposit, usually 3% to 12% of the total
contract amount.  Consequently, the risk to the client and resulting credit risk
assumed by Edwards is substantial, generally greater than on securities
transactions.  To limit its exposure, Edwards requires its clients to meet

                                       3
<PAGE>

minimum net worth requirements and other established credit standards, in
addition to the margin deposits.  Regulations of some commodity exchanges limit
the allowable upward or downward price fluctuations for each commodity on a
given day.  These restrictions on price fluctuations may preclude purchases or
sales necessary to limit losses or realize gains.

As a member of the clearing associations of the principal commodity exchanges,
Clearing has potentially significant financial exposure in the event other
members default on their obligations to the clearing houses of such exchanges.

Insurance.  As agent for several life insurance companies, Edwards distributes
life insurance and tax-deferred annuities.  Edwards also provides financial
planning services to assist individuals in structuring financial portfolios to
achieve their financial goals.  In addition, A.G. Edwards Life Insurance Company
is licensed to issue life insurance policies under the laws of Missouri, but has
not issued any to date.

PRINCIPAL TRANSACTIONS

Client transactions in the equity and fixed income over-the-counter markets may
be affected by Edwards acting as principal as well as agent.  Principal
transactions, including market making, require maintaining inventories of
securities to satisfy customer order flow.  These securities are valued in the
Company's financial statements at fair value and unrealized gains or losses are
included in the results of operations.  Securities fluctuations may be sudden
and sharp as a result of changes in market conditions.  To the extent Edwards
can correctly anticipate such changes, risks may be reduced by varying inventory
levels or by use of hedging strategies.

INVESTMENT BANKING

Edwards is an underwriter of corporate and municipal securities, certificates of
deposit, as well as corporate and municipal unit investment trusts and closed-
end mutual funds.  Activities in municipal underwriting include areas of
specialization in financing of municipal projects such as infrastructure
improvements, education, housing and health facilities.  As an underwriter,
usually in conjunction with other broker-dealers and financial institutions,
Edwards purchases securities for resale to its clients.  Edwards acts as a
consultant to corporations and municipal entities in planning their capital
needs and determining the most advantageous means for raising capital.  It also
advises clients in merger and acquisition activities and acts as agent in
private placements.

Underwriting involves risk.  As an underwriter, Edwards may incur losses if it
is unable to resell the securities it is committed to purchase or if it is
forced to liquidate all or a part of its commitment at less than the purchase
price.  Under federal and state securities laws, an underwriter is exposed to
substantial potential liability for material misstatements or omissions of fact
in the prospectus used to describe the securities being offered.  Generally,
issuers agree to indemnify underwriters against such liabilities, but otherwise,
underwriters are not specifically insured.  In addition, the commitment of
capital to underwriting may reduce Edwards' regulatory 
                                       4
<PAGE>

net capital position and, consequently, its underwriting participation may be
limited by the requirement that it must at all times be in compliance with the
net capital rules administered by the Securities and Exchange Commission (SEC).

Although it is generally more profitable to manage or co-manage an underwriting,
as opposed to being a participant, managers generally commit to underwriting a
greater portion of the offering than the other members of the underwriting group
and consequently, managers assume a greater risk.

ASSET MANAGEMENT AND SERVICE FEES

Asset management and service fees consist primarily of revenues earned for
providing support and services in connection with assets under third-party
management, including mutual funds.  These revenues include fees based on the
amount of client assets under management and transaction-related fees, as well
as fees related to the administration of custodial and other specialty accounts.

Edwards, through the A.G. Edwards Trust companies, provides its clients with a
full range of personal, ERISA and custodial trust services.  Through four
separate state charters, the A.G. Edwards Trust Companies are able to provide
trust services to clients in most states.

Clients desiring professional money management are offered three separate
account portfolio services.  Edwards, acting as investment manager, offers
portfolio management strategies based on the client's investment objectives.
Through Asset Performance Monitor(R), Edwards provides its clients access to
third-party investment management, performance measurement, management search
and related consulting services.  The Pathways(SM) and Spectrum programs are
personalized, fee-based asset allocation programs that utilize mutual fund
investments.  Clients select from established asset allocation models, or
customize their own, based on their investment objectives, risk tolerance and
time horizon.

Edwards offers the UltraAsset Account, Total Asset Account(R) and the Cash
Convenience Account, which combine a full-service brokerage account with a money
market fund.  These programs provide for the automatic investment of customer
free credit balances in one of several money market funds.  Interest is not paid
on free credit balances held in client accounts.  In addition, the UltraAsset
and Total Asset Accounts allow clients access to their margin securities and
money market shares through the use of debit cards and checking account services
provided by a major bank.  The UltraAsset Account offers additional advanced
features and special investment portfolio reports.

Edwards provides custodial services for clients' self-directed Individual
Retirement Accounts and Keogh plans.

MARGIN FINANCING

Securities transactions are executed on a cash or margin basis.  In margin
transactions, Edwards extends credit to its clients for a portion of the
purchase price, with the client's securities held as 
                                       5
<PAGE>

collateral.  The amount of credit is limited by the initial margin regulations 
issued by the Board of Governors of the Federal Reserve System.  The current 
prescribed minimum initial margin for equity securities is equal to 50% of the 
value of equity securities purchased.  The regulations of the various exchanges 
require minimum maintenance margins, which are below the initial margin.  
Edwards' maintenance requirements generally exceed the exchanges' requirements.
Such requirements are intended to reduce the risk that a market decline will 
reduce the value of the collateral below that of the client's indebtedness 
before the collateral can be liquidated.

A substantial portion of the Company's assets and obligations result from
transactions with clients who have provided financial instruments as collateral.
The Company manages its risk associated with these transactions through position
and credit limits, and the continuous monitoring of collateral.  Additional
information regarding risks associated with client transactions is set forth in
Note 10 of the Notes to Consolidated Financial Statements under the caption 
"Off-Balance Sheet Risk and Concentration of Credit Risk" appearing on page 
32 of the 1997 Annual Report to Stockholders.  Such information is hereby 
incorporated by reference.

A client, borrowing in a margin account, is charged an interest rate based on
the broker call loan rate plus an amount up to 2 1/2% depending on the amount of
the client's borrowings during each interest period.  Interest earned on these
balances represents an important source of revenue for Edwards.

Although borrowings from banks, either unsecured or secured by the clients'
collateral securities, are an available source of funds to carry client margin
accounts, the Company's stockholders' equity, cash received from loans of the
clients' collateral securities to other brokers and, to the extent permitted by
regulations, customer free credit balances provide most of the funds required.

RESEARCH

Edwards provides both technical market analysis and fundamental analysis of
numerous industries and individual securities for use by its investment brokers
and clients.  In addition, reviews and analysis of general economic conditions,
along with asset allocation recommendations, are also available.  These services
are provided by Edwards' research analysts, economists and market strategists.
Revenues from research activities are derived principally through resulting
transactions on an agency or principal basis.

COMPETITION

All aspects of the Company's business are highly competitive.  Edwards competes
with numerous broker-dealers, some of whom possess greater financial resources
than the Company.  Edwards competes for clients on the basis of price, the
quality of its services, financial resources and reputation within the clients'
communities.  There is constant competition to attract and retain personnel
within the securities industry.  Competition for the investment dollar and for
clients has increased from other sources, such as commercial banks, savings
institutions, mutual fund management companies, investment advisory companies as
well as from other companies offering insurance, real estate and other
investment opportunities.  Recent regulatory actions, which reduced certain
restrictions on bank affiliates engaging in securities activities, may have the
effect of increasing competition from commercial banks and their affiliates for
securities 
                                       6
<PAGE>

underwriting activities and other brokerage services.  In addition,
continued legislative proposals, calling for further reductions on restrictions
for brokerage service and underwriting activities, may also lead to increased
competition from commercial banks and their affiliates.

REGULATION

Edwards, as a broker-dealer and FCM, is subject to various federal and state
laws which specifically regulate its activities as a broker-dealer in securities
and commodities, as an investment advisor and as an insurance agent.  Clearing,
as a FCM, is regulated as a broker in commodities.  Edwards and Clearing are
also subject to various regulatory requirements imposed by the securities and
commodities exchanges and the NASD.  The primary purpose of these requirements
is to enhance the protection of customer assets.  Under certain circumstances,
these rules may limit the ability of A.G. Edwards, Inc. to make withdrawals of
capital from Edwards and Clearing.  These laws and regulatory requirements
generally subject Edwards and Clearing to standards of solvency with respect to
capital requirements, financial reporting requirements, approval of
qualifications of personnel engaged in various aspects of its business, record
keeping and business practices, the handling of their clients' funds resulting
from securities and commodities transactions and the extension of credit to
clients on margin transactions.   Infractions of these rules and regulations may
include suspension of individual employees or their supervisors, termination of
employees, limitations on certain aspects of Edwards' and Clearing's regulated
businesses, as well as censures and fines, or even proceedings of a civil or
criminal nature which could result in a temporary or permanent suspension of a
part or all of Edwards' and Clearing's activities. Information regarding
regulatory minimum net capital is set forth in Note 5 of the Notes to
Consolidated Financial Statements under the caption "Net Capital Requirements"
appearing on page 30 of the 1997 Annual Report to Stockholders.  Such
information is hereby incorporated by reference.

Under the Market Reform Act of 1990 and the Futures Trading Practices Act of
1992, the SEC and CFTC, respectively, adopted regulations requiring certain
registered broker-dealers and FCMs to maintain, preserve and periodically
describe and report their risk management policies and certain other information
concerning affiliates whose activities are reasonably likely to have a material
impact on the financial or operating condition of the broker-dealer or FCM.
Edwards and Clearing are each subject to one or both of these  laws and related
regulations.

Additionally, the four state-chartered trust companies are separately regulated
by banking or trust laws of the states in which they are incorporated or do
business.  A.G. Edwards Life Insurance Company is regulated by the insurance
laws of the State of Missouri.  The Ceres Investment Company, a commodity pool
operator and general partner of four commodity pools sponsored by Edwards, is
regulated by the CFTC and the NFA.

OTHER MATTERS

As with other organizations, the Company's computer programs were originally
designed to recognize calendar years by their last two digits.  Calculations
performed using these truncated fields would not work properly with dates from
the year 2000 and beyond.  The Company has initiated efforts to remedy this
situation and expects all programs to be corrected and tested prior 
                                       7
<PAGE>

to the year 2000.  The incremental costs of this project will not have a 
material effect on the Company's consolidated financial statements.  However, 
the Company may be adversely impacted if similar efforts of other organizations 
are unsuccessful.

ITEM 2.    PROPERTIES.

The Company's headquarters, consisting of several buildings located at One North
Jefferson Avenue, St. Louis, Missouri, contains approximately 1,100,000 square
feet of general office space, as well as underground and surface parking and a
five story parking garage.  The buildings are located on approximately 590,000
square feet of land owned by the Company.  The Company also owns approximately
495,000 square feet of land adjacent to its headquarters and is using this
property principally for additional employee parking areas.  The Company began
construction of an additional headquarters building in November 1995, which is
to be completed in the fall of 1997 at a cost of approximately $40 million.
Also, the Company owns two of its branch office buildings and two additional
office buildings which serve as a data processing and contingency planning
facility.

The remainder of the Company's branch offices occupy leased premises.  Aggregate
annual rental for branch office premises for the year ended February 28, 1997,
was $36,165,000.

ITEM 3.    LEGAL PROCEEDINGS.

   (a) Litigation

       The Company is a defendant in numerous lawsuits and arbitrations, in some
       of which plaintiffs claim substantial amounts, relating primarily to its
       securities and commodities business.  While results of litigation cannot
       be predicted with certainty, management, after consultation with
       counsel, believes that resolution of all such litigation will have no
       material adverse effect on the consolidated financial statements of the
       Company.

   (b) Proceedings Terminated during the Fourth Quarter of the Fiscal Year
       Covered by This Report.

       Not applicable.

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

There were no matters submitted to a vote of security holders during the fourth
quarter of the fiscal year ended February 28, 1997.

                                       8
<PAGE>

                                        
                        EXECUTIVE OFFICERS OF THE COMPANY

The following table sets forth the executive officers of the Company as of
May 1, 1997.  Executive officers are appointed by the Board of Directors to hold
office until their successors are appointed and qualified.

<TABLE>
<CAPTION>

                                                                            Year First
                                                                        Appointed Executive
                                                                          Officer of the
         Name             Age       Office & Title                            Company
<S>                       <C>  <C>                                             <C>
Benjamin F. Edwards III    65   Chairman of the Board,                          1983
                                President and Chief Executive
                                Officer of the Company.
                                Chairman of the Board,
                                President and Chief Executive
                                Officer of Edwards.  Employee
                                of Edwards for 40 years.
                                Director of Edwards since 1967.

Robert G. Avis             65   Vice Chairman of the Board of                   1984
                                the Company.  Vice Chairman of
                                the Board, Executive Vice President
                                of Edwards, Director of the Investment
                                Banking Division since March 1989 and
                                Director of the Sales and Marketing
                                Division of Edwards from September 1984
                                to February 1997.
                                Employee of Edwards for 31 years.
                                Director of Edwards since 1970.

Robert L. Bagby            53   Vice Chairman of the Board of                   1991
                                the Company.  Vice Chairman of
                                the Board, Executive Vice President,
                                and since March 1995, Director of
                                the Branch Division of Edwards.
                                Assistant Director of the Branch
                                Division of Edwards prior to March 1995.
                                Employee of Edwards for 22 years.
                                Director of Edwards since 1979.

                                       9
<PAGE>

                                                                            Year First
                                                                        Appointed Executive
                                                                          Officer of the
         Name             Age       Office & Title                            Company

Donnis L. Casey            49   Corporate Vice President of Edwards.            1996
                                Director of the Staff Division of
                                Edwards since March 1996.
                                Assistant Director of the Staff Division
                                prior to March 1996.
                                Employee of Edwards for 30
                                years.  Director of Edwards since 1993.

Robert C. Dissett          59   Executive Vice President,                       1990
                                Assistant Treasurer and
                                Director of Operations of Edwards.
                                Employee of Edwards for 35 years.
                                Director of Edwards since 1973.

Benjamin F. Edwards IV     41   Executive Vice President of Edwards.            1996
                                Director of the Sales and Marketing
                                Division since March 1997.  Regional
                                Officer of Edwards from March 1995
                                to February 1997.  Assistant Branch
                                Manager of Edwards from April 1991
                                to February 1995.  Employee of
                                Edwards for 19 years.  Director of
                                Edwards since 1994.

Alfred E. Goldman          63   Corporate Vice President, Technical             1991
                                Market Analysis of Edwards.
                                Employee of Edwards for 37 years.
                                Director of Edwards since 1967.

Douglas L. Kelly           48   Secretary of the Company.                       1994
                                Corporate Vice President, Secretary
                                of Edwards.  Director of Law and
                                Compliance of Edwards
                                since January 1994.  Partner at
                                the law firm of Peper, Martin,
                                Jensen, Maichel and Hetlage
                                prior to joining the Company.
                                Employee of Edwards for 3 years.
                                Director of Edwards since 1994.

                                       10
<PAGE>
                                                                            Year First
                                                                        Appointed Executive
                                                                          Officer of the
         Name             Age       Office & Title                            Company

Ronald J. Kessler          49   Corporate Vice President and Assistant          1996
                                Director of Operations of Edwards.
                                Employee of Edwards for 29 years.
                                Director of Edwards since 1989.

Eugene J. King             65   Vice President, Controller and                  1983
                                Assistant Treasurer of the Company.
                                Senior Vice President, Assistant
                                Treasurer and Controller of Edwards.
                                Employee of Edwards for 26 years.
                                Director of Edwards since 1988.

Robert L. Proost           59   Vice President and Treasurer of the             1990
                                Company.  Corporate Vice President,
                                Treasurer, Assistant Secretary and
                                Director of Administration of Edwards.
                                Employee of Edwards for 9 years.
                                Director of Edwards since 1989.

</TABLE>

Benjamin F. Edwards III and Benjamin F. Edwards IV are father and son.
Benjamin F. Edwards III and Robert G. Avis are stepbrothers.

                                       11
<PAGE>
                                        
                           
                                     PART II


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

The information required by this item is contained in the 1997 Annual Report to
Stockholders on page 43 under the caption "Quarterly Financial Information" and
on page 44 under the caption "Stockholder Information".  Such information is
hereby incorporated by reference.  The approximate number of equity security
holders of record includes customers who hold the Company's stock in their
accounts on the books of Edwards.

ITEM 6.    SELECTED FINANCIAL DATA.

The information required by this item is contained on pages 22 and 23 of the
1997 Annual Report to Stockholders under the caption "Ten-Year Financial
Summary".  Such information is hereby incorporated by reference.

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

The information required by this item is contained on pages 18 through 21 of the
1997 Annual Report to Stockholders under the caption "Management's Financial
Discussion".  Such information is hereby incorporated by reference.

ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The information required by this item is contained in the Consolidated Financial
Statements and Notes thereto, together with the Independent Auditors' Report
thereon of Deloitte & Touche llp dated April 24, 1997, and under the caption
"Quarterly Financial Information" on pages 24 through 33 and page 43 of the 1997
Annual Report to Stockholders.  Such information is hereby incorporated by
reference.

Additional Information - Edwards maintains a Stockbrokers Blanket Bond insuring
various loss contingencies.  Under the terms of the current policy, Edwards is
responsible for the first $1,000,000 of each such occurrence.

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

None.

                                       12
<PAGE>

                                        
                                    PART III

ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

The information required by this item is included under the caption "Election of
Directors - Nominees for Directors" on pages 4 through 6 of the Company's 1997
Proxy Statement and in Part I of this Form 10-K on pages 9 through 11 under the
caption "Executive Officers of the Company".  Such information is hereby
incorporated by reference.

ITEM 11.   EXECUTIVE COMPENSATION.

The information required by this item is included under the captions "Director
Compensation" and "Executive Compensation" on pages 7 through 16 of the
Company's 1997 Proxy Statement.  Such information is hereby incorporated by
reference.

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

The information required by this item is contained on pages 7 and 8 of the
Company's 1997 Proxy Statement under the caption "Ownership of the Company's
Common Stock".  Such information is hereby incorporated by reference.

ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

The information required by this item is contained on page 17 of the Company's
1997 Proxy Statement under the caption "Certain Transactions".  Such information
is hereby incorporated by reference.

                                       13
<PAGE>
                                        
                                     PART IV

ITEM 14.   FINANCIAL STATEMENTS, FINANCIAL STATEMENT SCHEDULES,
       EXHIBITS AND REPORTS ON FORM 8-K.
                                                             PAGE
                INDEX                                       NUMBER

(a)1.Financial Statements

          Independent Auditors' Report                      (X)

          Consolidated balance sheets                       (X)

          Consolidated statements of earnings               (X)

          Consolidated statements of stockholders' equity   (X)

          Consolidated statements of cash flows             (X)

          Notes to consolidated financial statements        (X)

       (X)  The consolidated financial statements, together with the Independent
Auditors' Report thereon of Deloitte & Touche llp, included on pages 24
through 33 of the Company's 1997 Annual Report to Stockholders, are hereby
incorporated by reference.

    2. Financial Statement Schedules

       All schedules are omitted due to the absence of conditions under which
they are required or because the required information is provided in the
consolidated financial statements or notes thereto.

    3. Exhibits*

       Some of the following exhibits were previously filed as exhibits to other
reports or registration statements filed by the Registrant and are incorporated
by reference as indicated below.

           3(i)     Certificate of Incorporation filed as Exhibit 3(i) to the
               Registrant's Form 10-K for the fiscal year ended February 28,
               1993.

           3(ii)    By-laws filed as Exhibit 3(ii) to the Registrant's Form 10-K
               for the fiscal year ended February 28, 1994.

           4(i)     Reference is made to Articles IV, V, X, XII, XIII and XV of
               the Certificate of Incorporation filed as Exhibit 3(i) to this
               Form 10-K.

           4(ii)    Reference is made to Article II, Article III Sections 1 and
               15, Article IV Sections 1 and 3, Article VI and Article VII
               Sections 1-3 of the By-laws filed as Exhibit 3(ii) to this
               Form 10-K.

           4(iii)   Rights Agreement dated as of December 30, 1988 between A.G.
               Edwards, Inc. and Boatmen's Trust Company as Rights Agent filed
               as Exhibit 4 to the Registrant's Form 8-K Report dated December
               30, 1988.

                                       14
<PAGE>

           4(iv)    Amendment No. 1 to the Rights Agreement dated December 30,
               1988, between A.G. Edwards Inc. and Boatmen's Trust Company as
               Rights Agent, dated May 24, 1991 filed as Exhibit 4.4 to
               Registrant's Form 10-K for the fiscal year ended February 29,
               1992.

           4(v)     Amendment No. 2 to the Rights Agreement dated December 30,
               1988, between A.G. Edwards, Inc. and Boatmen's Trust Company as
               Rights Agent, dated June 22, 1995 filed with the Registrant's
               Form 8-A/A on August 17, 1995.

          10(i)     A.G. Edwards, Inc. 1988 Incentive Stock Plan (as amended and
               restated) filed as Exhibit 10.2 to Registrant's Form 10-K for the
               fiscal year ended February 29, 1992.

          10(ii)    Certificate of Amendment dated April 27, 1993 to A.G.
               Edwards, Inc. 1988 Incentive Stock Plan (Exhibit 10(i)) filed as
               Exhibit 10(iii) to Registrant's Form 10-K for the fiscal year
               ended February 28, 1994.

          11   Computation of per share earnings may be clearly determined from
               the consolidated financial statements and notes thereto contained
               on pages 24 through 33 in the Company's Annual Report to
               Stockholders for the fiscal year ended February 28, 1997 and
               incorporated herein by reference.

          13   Annual Report to Stockholders for the fiscal year ended
               February 28, 1997.  Except for those portions of pages expressly
               incorporated by reference, the 1997 Annual Report to Stockholders
               is not deemed filed as part of this Annual Report on Form 10-K.

          21   Subsidiaries of the Registrant.

          23   Independent Auditors' Consent.

          24   Power of Attorney.

          27   Financial Data Schedule.  This Financial Data Schedule is only
               required to be submitted with the Registrant's Annual Report on
               Form 10-K as filed electronically to the SEC's EDGAR database.

*Numbers correspond to document numbers in Exhibit Table of Item 601 of
Regulation S-K.

(b) Reports on Form 8-K

No reports on Form 8-K were filed during the fourth quarter of the year ended
February 28, 1997.

                                       15
<PAGE>





                                   SIGNATURES


    Pursuant to the requirements of Section 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.


                               A.G. EDWARDS, INC.
                                  (Registrant)



Date:  May 22, 1997            By  /s/ Benjamin F. Edwards III
                                   Benjamin F. Edwards III,
                                   Chairman of the Board

                                       16
<PAGE>


                         POWER OF ATTORNEY             EXHIBIT 24

   KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Benjamin F. Edwards III, and Robert L. Proost and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign this Report, any and all amendments to this
Report, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or either of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

   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.

/s/ Benjamin F. Edwards III        Chairman of the Board,           May 22, 1997
Benjamin F. Edwards III            President and Director
                                   (Chief Executive Officer)

/s/ Robert L. Proost               Treasurer                        May 22, 1997
Robert L. Proost                   (Principal Financial Officer)

/s/ Eugene J. King                 Vice President                   May 22, 1997
Eugene J. King                     (Principal Accounting Officer)

/s/ Robert G. Avis                 Vice Chairman of the Board       May 22, 1997
Robert G. Avis                     and Director

/s/ Robert L. Bagby                Vice Chairman of the Board       May 22, 1997
Robert L. Bagby                    and Director

/s/ Dr. E. Eugene Carter           Director                         May 22, 1997
Dr. E. Eugene Carter

/s/ Robert C. Dissett              Director                         May 22, 1997
Robert C. Dissett

                                   Director                         May 22, 1997
Dr. Louis Fernandez

/s/ Samuel C. Hutchinson Jr.       Director                         May 22, 1997
Samuel C. Hutchinson Jr.

/s/ David W. Mesker                Director                         May 22, 1997
David W. Mesker

/s/ Donna C.E. Williamson          Director                         May 22, 1997
Donna C.E. Williamson

                                       17
<PAGE>
                                        
                                  Exhibit Index
     

     Exhibit   Description

     13        1997 Annual Report to Stockholders.

     21        Subsidiaries of the Registrant.

     23        Independent Auditors' Consent.

     24        Power of Attorney.  Included on Signature Page 17.

                                       18