U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                                  FORM 10-KSB
                  (Mark One)
XX   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 [FEE REQUIRED]
     For the fiscal year ended December 31, 1996

     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
     For the transition period from          to

     Commission file number 0-1008

                                 M CORP
                (Name of small business issuer in its charter)

             Montana
(State or other jurisdiction of
incorporation or organization)

             81-0268769
(I.R.S. Employer Identification Number)

110 Second Street South, Great Falls, Montana      59405
  (Address of principal executive offices)       (Zip Code)

Issuer's telephone number (406) 727-2600

Securities registered under Section 12(b) of the Exchange Act:
          Title of Each Class
                NONE

Name of Each Exchange On Which Registered
                 N/A

Securities registered under Section 12(g) of the Exchange Act:
           Common Stock $1.00 Par Value
                (Title of class)

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 XX     No

Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this
Form 10-KSB or any amendment to this Form 10-KSB.

State issuer's revenues for its most recent fiscal year $3,274,771.

State the aggregate market value of the voting stock held by
nonaffiliates of the registrant.  The aggregate market value shall be
computed by reference to the price at which the stock was sold, or the
average bid and asked prices of such stock, as of a specified date within
the past 60 days.  (See definition of affiliate in Rule 12b-2 of the
Exchange Act).  As of February 28, 1997, 110,360 shares held by
nonaffiliates were outstanding. The registrant's stock is not traded on any
securities exchange. To registrant's knowledge, neither bid nor asked
quotations for registrant's stock have appeared in any established quotation
system during the past sixty business days. To registrant's knowledge,
neither bid nor asked quotations for registrant's stock are reported in any
newspapers nor are records kept of any quotations by the National Quotation
Bureau, Inc. There exists no public market for registrant's stock.


               (APPLICABLE ONLY TO CORPORATE REGISTRANTS)
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date.

867,358 shares $1.00 value common stock are outstanding as of February
28, 1997.

                      DOCUMENTS INCORPORATED BY REFERENCE

             DOCUMENTS                           FORM 10-KSB REFERENCE

     Annual Report to Shareholders for           Part I,   Items 1 and 2
     the year ended December 31, 1996.           Part II,  Items 5, 6 and 7
                                                 Part III, Item 12
                                                 Part IV, Item 13


Transitional Small Business Disclosure Format (check one): Yes   ; No X .

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                                  M CORP

                                  PART I


ITEM 1.  DESCRIPTION OF BUSINESS

A description of the Company's business is set forth on Page 1 and in Notes
14 and 17 (Pages 16 and  20, respectively) of the Notes to Consolidated
Financial Statements in Exhibit 13, the Annual Report to Shareholders for the
year ended December 31, 1996 which description is incorporated herein by
reference.

The Company has no foreign operations.

ITEM 2.  DESCRIPTION OF PROPERTY

A description of the Company's properties is set forth on Page 1 and in Note
16 (Page 18) of the Notes to Consolidated Financial Statements in Exhibit 13,
the Annual Report to Shareholders for the year ended December 31, 1996, which
description is incorporated herein by reference.

In addition to the properties owned by the Company, office space is leased
for the Company's title insurance agency operations in Billings and Forsyth,
Montana. The lease for office space in Billings expires in 1997, but may be
terminated upon six (6) months notice. The lease for the office space in
Forsyth expires in 2000. See Note 9 - Commitments, of the Notes to
Consolidated Financial Statements on Page 16 of Exhibit 13, the Annual Report
to Shareholders for the year ended December 31, 1996 which note is
incorporated herein by reference.

ITEM 3.  LEGAL PROCEEDINGS

No legal proceedings presently pending by or against M Corp and its
consolidated subsidiaries are described herein as management believes that
the outcome of such litigation should not have a material adverse effect on
the financial position of the Company and its subsidiaries taken as a whole.

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

During the fourth quarter of 1996 a meeting of security holders was held at
which the Company's entire Board of Directors was elected. The Company's
shareholders also authorized the Board of Directors to select an independent
certified public accounting firm to audit the Company's financial statements
for 1996.


                                    I-1

                                     1.

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                                  M CORP

                                  PART II


ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS;

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION; AND

ITEM 7.  FINANCIAL STATEMENTS

Items 5, 6 and 7 are set forth on Page 21, Pages 1 and 2 and Pages 3 to 20,
respectively, of Exhibit 13, the Annual Report to Shareholders for the year
ended December 31, 1996, which report is incorporated herein by reference.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
     FINANCIAL DISCLOSURE

There have been no disagreements concerning accounting principles or
practices or financial statement disclosures between the Company and the
Company's independent auditor during the two most recent years.


                                   II-1

                                    2.

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                                  M CORP

                                 PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
     COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE ACT.

The following are the directors and executive officers of the Company.  All
directors and officers serve as such until the 1997 annual meeting of
shareholders or until their successors are elected and qualify.

     NAME, AGE, AND YEAR ELECTED DIRECTOR        POSITION

     R. Bruce Robson,       55,  1994            Director


     G. Robert Crotty, Jr., 69,  1995            Director


     S. M. McCann,          33,  1994            Director,
                                                 President

R. Bruce Robson is a director and secretary-treasurer of Medical Information
Processing Systems, Inc. and a director of TSI, Inc., a subsidiary of the
Company.

G. Robert Crotty, Jr., an attorney at law, is a director of TSI, Inc.

S. M. McCann, an attorney at law, is a director of GNI, Inc. (the Company's
parent company), UAC, Inc. and Diversified Realty, Inc., subsidiaries of the
Company.

Family Relationships

S. M. McCann is a daughter of Anne Marie and Paul J. McCann (see item 11(a)
on the following page). There are no other family relationships among the
directors and officers listed above and there are no arrangements or
understandings pursuant to which any of them were elected as directors or
officers.

Business Experience of Executive Officers

R. Bruce Robson has been a Director of the Company since February, 1994.  Mr.
Robson is the Data Processing Manager, Sletten Construction Co., Great Falls,
Montana.

G. Robert Crotty, Jr. is an attorney at law and a partner in the law firm of
Graybill, Ostrem & Crotty in Great Falls, Montana.

S. M. McCann is an attorney at law and an investor in San Luis Obispo,
California.

Based solely on its review of reports of persons subject to Section 16 of the
Securities and Exchange Act, the Company believes that required reports were
filed in a timely manner disclosing transactions involving the Company's
common stock.

                                   III-1
                                     3.

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                                   M CORP

ITEM 10. EXECUTIVE COMPENSATION

Summary Compensation Table. The following table lists the cash compensation
paid by the Company and the Company's consolidated subsidaries to the
Company's President for 1996, 1995 and 1994. No officer or director of the
Company or the Company's consolidated subsidaries received total cash
compensation in excess of $100,000 for 1996, 1995 or 1994.

                     Summary Compensation Table

    Name and                  Calender                    Total Cash
Principal Position             Year                      Compensation

S. M. McCann                   1996                        $      0
President, Director            1995                        $      0
                               1994                        $    250

The Company does not have any compensatory stock appreciation rights plans
or compensatory stock option palns. During 1996, the Company's Board of
Directors granted S. M. McCann the option to purchase 36,000 shares of the
Company's unissued common stock at the exercise price of five dollars per
share. Also during 1996, the Company's Board of Directors granted Paul J.
McCann the option to purchase 175,000 shares of the Company's unissued common
stock at the exercise price of five dollars per share. The options are
classified as non-statutory stock options. The options expire on September 1,
2003. The Company has not adopted a formal plan for the compensation of
directors. During 1996 the Company and its consolidated subsidiaries paid a
total of $200 to directors of the Company and the Company's consolidated
subsidaries.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

(a) Security Ownership of Certain Beneficial Owners

Set forth below is certain information concerning persons who are known by
the Company to own beneficially more than 5% of the Company's voting shares
on February 28, 1997.

                                                 Amount and
                                                   Nature
       Title of       Name and Address of        of Beneficial    Percent
        Class         Beneficial Owner            Ownership      of Class

      $1.00 Par       GNI, Inc.                     700,341        64.9%
      Value Common    110 Second Street South
      Stock           Great Falls, MT 59403

      $1.00 Par       Anne Marie and Paul J.        967,998 (1)    89.8%
      Value Common    McCann Family Members
                      P.O. Box 2249
                      Great Falls, MT 59403

(1) Includes the 700,341 shares owned by GNI, Inc., of which firm members of
the Anne Marie and Paul J. McCann family own, directly or indirectly, over
50% of the outstanding stock, 55,137 shares owned by FDC, Inc., of which
company members of the Anne Marie and Paul J. McCann family own directly or
indirectly over 50% of the outstanding stock, 1,520 shares owned outright by
members of the Anne Marie and Paul J. McCann family. and options to acquire
211,000 shares of the Company's unissued common stock. Neither Anne Marie
McCann nor Paul J. McCann directly own of record any shares of stock of the
Company. Anne Marie and Paul J. McCann each disclaim beneficial interest in
any shares of stock not owned of record directly by them.



                                  III-2
                                    4.

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                                  M CORP


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT -
         Continued

(a) Security Ownership of Certain Beneficial Owners - Continued

S.M. McCann is the record owner of 400 shares of stock of the Company and
holds an option to acquire 36,000 shares of the Company's unissued common
stock. Paul J. McCann holds an option to acquire 175,000 shares of the
Company's unissued common stock. Paul J. McCann disclaims beneficial
ownership in any shares of stock not owned of record by him. Anne Marie
McCann disclaims beneficial ownership in any shares of stock not owned of
record by her. Neither Anne marie McCann nor Paul J. McCann directly own
of record any shares of stock of the Company.

(b) Security Ownership of Management

The following table sets forth as of February 28, 1997, information
concerning the beneficial ownership of the Company's common stock by each
director, each executive officer named in the Company's Summary Compensation
Table and by all directors and executive officers of the Company as a group:


                                  Amount and Nature
Name of Beneficial Owner          of Beneficial Ownership          Percent

R. Bruce Robson                         10                           --

G. Robert Crotty, Jr.                   --                           --

S.M. McCann                         36,400 (1                        3.4%

All Directors and Officers
 as a Group                         36,410 (1)                       3.4%


(1) See Note (1) item 11(a) beginning on the preceding page.

(c) Changes In Control

The Company knows of no contractual arrangements which may at a
subsequent date result in a change in control of the Company.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Transactions between the Company (and its consolidated subsidiaries) and
related persons are disclosed in Note 13 (Page 17) of the Notes to
Consolidated Financial Statements in Exhibit 13, the Annual Report to
Shareholders for the year ended December 31, 1996 which description is
incorporated herein by reference. During 1996, the Company and its
consolidated subsidiaries compensated members oif Paul J. McCann's family
the total amount of $105,225. During 1995, the Company and its consolidated
subsidiaries compensated members of Paul J. McCann's family the total
amount of $40,754.

                                  III-3

                                    5.

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                                  M CORP

                                  PART IV



ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

No. 13 - M Corp Annual Report to Shareholders for the year ended
December 31, 1996.

No. 22 - Subsidiaries of the Registrant.

No. 27 - Financial Data Schedule



(b) Reports on Form 8-K

No current reports on Form 8-K were filed by the Company during
the three months ended December 31, 1996.




                                   IV-1

                                     6.

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                                  M CORP

                                SIGNATURES




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



                                 M CORP




     Date:  February 28, 1997          By:  s/S. M. McCann
                                              S. M. McCann, President



     In accordance with the Exchange Act, this report has been
     signed below by the following persons on behalf of the
     Registrant and in the capacities indicated on February 28,
     1997.



Chairman of the Board,
President,
Principal Executive
and Financial Officer                       s/S. M. McCann
                                              S. M. McCann


Director                                    s/R. Bruce Robson
                                              R. Bruce Robson


Principal Accountant                        s/Jerry K. Mohland
                                              Jerry K. Mohland


                                   IV-2

                                     7.
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