UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                                   FORM 10-Q



          X    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
        -----              SECURITIES EXCHANGE ACT OF 1934
                    For the quarterly period ended June 30, 1997

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


                        Commission file number 0-16946


                            SEAFIELD CAPITAL CORPORATION                   
              ------------------------------------------------------
              (Exact name of registrant as specified in its charter)


                     Missouri                              43-1039532
           -------------------------------            ------------------
           (State or other jurisdiction of             (I.R.S. Employer
            incorporation or organization)            Identification No.)


                  P.O. Box 7568
             5000 W. 95th St.  Suite 260
               Shawnee Mission, KS                           66207
          --------------------------------              ---------------- 
             (Address of principal                          (Zipcode)
               executive offices)

       Registrant's telephone number, including area code (913) 652-1000
                                                          --------------
 P. O. Box 410949   2600 Grand Blvd.  Suite 500  Kansas City, MO  64141
-------------------------------------------------------------------------------
           (Former name, former address and former fiscal year,
                      if changed since last report)

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, and (2) has been subject to such filing
requirements for the past 90 days.  Yes   X       No       
                                        ----          ----
Number of shares outstanding of only class of Registrant's common stock as of
August 4, 1997:   $1 par value common - 6,489,103


SEAFIELD CAPITAL CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
--------------------------------------------------------------------------
                                                    June 30,   December 31,
                                                      1997         1996
                                                   (unaudited)
--------------------------------------------------------------------------
                                                          (in thousands)
ASSETS
Current assets: 
  Cash and cash equivalents                        $    4,021        4,957
  Short-term investments                               23,510       55,208
  Accounts and notes receivable                        13,346       10,585
  Current income taxes                                    599         (724)
  Deferred income taxes                                   694        3,059
  Other current assets                                  4,357        3,599
                                                     ---------------------
      Total current assets                             46,527       76,684
Property, plant and equipment                          17,537       17,371
Investments: 
  Securities                                              503        4,019
  Oil and gas                                             --         1,543
Intangible assets                                      15,181       12,427
Deferred income taxes                                     821        4,622
Other assets                                               21        1,723
Net assets of discontinued healthcare business         51,315       48,432
Net assets of discontinued real estate operations         --        30,466
                                                     ---------------------
                                                   $  131,905      197,287
                                                     =====================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                 $    3,420        3,736
  Other current liabilities                             4,433        6,805
                                                     ---------------------
      Total current liabilities                         7,853       10,541
  Other liabilities                                       --         1,403
                                                     ---------------------
      Total liabilities                                 7,853       11,944
                                                     ---------------------
Minority interests                                     11,377       11,319
                                                     ---------------------
Stockholders' equity:
  Preferred stock of $1 par value.
    Authorized 3,000,000 shares; none issued              --           -- 
  Common stock of $1 par value.
    Authorized 24,000,000 shares;
    issued 7,500,000 shares                             7,500        7,500
  Paid-in capital                                       1,772        1,748
  Equity adjustment from foreign currency translation    (476)        (439)
  Retained earnings                                   134,023      195,329
                                                     ---------------------
                                                      142,819      204,138
  Less cost of 1,010,897 shares of treasury stock
    (1996-1,016,066 shares)                            30,144       30,114
                                                     ---------------------
      Total stockholders' equity                      112,675      174,024
                                                     ---------------------
                                                   $  131,905      197,287
                                                     =====================

See accompanying notes to consolidated financial statements and 
management's discussion and analysis of financial condition and results of 
operations.



SEAFIELD CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
------------------------------------------------------------------------------
                                                  (unaudited)
                                  Three Months Ended        Six Months Ended
                                       June 30,                 June 30,
                                  1997        1996         1997        1996
------------------------------------------------------------------------------
                                       (in thousands except share amounts)
REVENUES
  Healthcare services        $    4,411       1,931        7,722       3,540
  Insurance services             15,897      12,836       30,326      24,505
  Other                             --        1,070          --        1,086
                               ---------------------    ---------------------
    Total revenues               20,308      15,837       38,048      29,131
COSTS AND EXPENSES
  Healthcare services             3,820       2,328        7,095       4,497
  Insurance services              6,816       5,556       12,991      10,864
  Other                             --        1,196          --        1,241
  Selling, general
    and administrative           10,744       7,492       19,293      14,570
                               ---------------------    ---------------------
Loss from operations             (1,072)       (735)      (1,331)     (2,041)
  Investment income - net           395       1,245        4,200       2,415
  Other income (expense)            (20)        145          195         156
                               ---------------------    ---------------------
Earnings (loss) before
    income taxes                   (697)        655        3,064         530
  Income taxes                    3,259         667        9,573         822
                               ---------------------    ---------------------
Loss before
    minority interests           (3,956)        (12)      (6,509)       (292)
  Minority interests                330         151          598         192
                               ---------------------    ---------------------
Loss from continuing operations  (4,286)       (163)      (7,107)       (484)
  Earnings (loss) from
    discontinued healthcare
    business                     (2,946)        349       (2,342)        556
                               ---------------------    ---------------------
Net earnings (loss)          $   (7,232)        186       (9,449)         72
                               =====================    =====================
Per share of common stock:
  Loss from continuing
    operations               $     (.67)       (.02)       (1.10)       (.07)
  Earnings (loss) from
    discontinued healthcare
    business                       (.45)        .05         (.36)        .08 
                               ---------------------    ---------------------
  Net earnings (loss)        $    (1.12)        .03        (1.46)        .01
                               =====================    =====================

  Dividends                  $      .30         .30          .60         .60
  Book value                 $    17.36       28.23        17.36       28.23
Average shares outstanding    6,489,103   6,461,045    6,488,171   6,477,736
Shares outstanding
  end of period               6,489,103   6,482,076    6,489,103   6,482,076
See accompanying notes to consolidated financial statements and management's 
discussion and analysis of financial condition and results of operations.



SEAFIELD CAPITAL CORPORATION AND SUBSIDIARIES
Consolidated Statement of Stockholders' Equity
---------------------------------------------------------------------------
                                                  (unaudited)
                                                Six Months Ended
                                                 June 30, 1997
---------------------------------------------------------------------------
                                                  (in thousands)

Common stock:
  Balance, beginning and end of period            $    7,500
                                                    ---------

Paid-in capital:
  Balance, beginning of period                         1,748
  Exercise of stock options                               24
                                                    ---------
  Balance, end of period                               1,772
                                                    ---------
Foreign currency translation:
  Balance, beginning of period                          (439)
  Net change during period                               (37)
                                                    ---------
  Balance, end of period                                (476)
                                                    ---------
Retained earnings:
  Balance, beginning of period                       195,329
  Net loss                                            (9,449)
  Dividends paid                                     (51,857)
                                                    ---------
  Balance, end of period                             134,023
                                                    ---------
Less:
  Treasury stock:
  Balance, beginning of period                        30,114
  Exercise of stock options                               30
                                                    ---------
  Balance, end of period                              30,144
                                                    ---------

Stockholders' Equity                              $  112,675
                                                    =========

See accompanying notes to consolidated financial statements and 
management's discussion and analysis of financial condition and results of 
operations.




SEAFIELD CAPITAL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
-------------------------------------------------------------------------------
                                                          (unaudited)
                                                    Six months ended June 30,
                                                      1997            1996 
-------------------------------------------------------------------------------
OPERATING ACTIVITIES                                      (in thousands)
Loss from continuing operations                $      (7,107)          (484)
Adjustments to reconcile loss from continuing
 operations to net cash provided by operations:
  Depreciation and amortization                        2,954          4,524
  Earnings applicable to minority interests              598            192
  Change in trading portfolio, net                    34,490          2,441
  Change in accounts receivable                       (3,746)           (70)
  Change in accounts payable                              36           (161)
  Income taxes and other                               6,523          1,019 
                                                    ------------------------
Net cash provided by operations                       33,748          7,461
                                                    ------------------------
INVESTING ACTIVITIES
Sales of investments available for sale                1,350              4
Purchases of investments held to maturity            (10,190)       (13,355)
Maturities of investments held to maturity             5,232         18,595 
Additions to property, plant and equipment, net       (2,391)          (790)
Oil and gas investments                                  --              87
Net decrease in note receivable                          --             183  
Cost in excess of fair value of assets acquired       (4,128)           --
Net cash used by discontinued healthcare business     (1,006)       (10,000)
Net cash provided by discontinued
 real estate operations                                  581          4,567  
Other, net                                              (623)           147
                                                    ------------------------
Net cash used by investing activities                (11,175)          (562)
                                                    ------------------------
FINANCING ACTIVITIES
Cash portion of SLH dividend                         (19,590)           -- 
Regular quarterly dividend paid                       (3,893)        (3,884)
Net issuance of treasury stock pursuant           
  to stock options plans                                  (7)          (273) 
                                                    ------------------------
Net cash used by financing activities                (23,490)        (4,157)  
                                                    ------------------------
Effect of foreign currency translation                   (19)           --
                                                    ------------------------
Net increase (decrease) in cash and cash equivalents    (936)         2,742
Cash and cash equivalents - beginning of period        4,957          3,376
                                                    ------------------------
Cash and cash equivalents - end of period         $    4,021          6,118
                                                    ========================
Supplemental disclosures of cash flow information:
Cash paid during the period for:
  Interest (net of amount capitalized)            $      --            --
                                                    ========================
  Income taxes, net                               $    1,417            419
                                                    ========================
Supplemental disclosures of non-cash information:
  Non-cash portion of SLH Dividend                $   28,373            --
                                                    ========================

See accompanying notes to consolidated financial statements and 
management's discussion and analysis of financial condition and results
of operations.


                      SEAFIELD CAPITAL CORPORATION
                Notes to Consolidated Financial Statements
                             June 30, 1997

(1)  The financial information furnished herein is unaudited; however, in 
the opinion of management, the financial information reflects all 
adjustments which are necessary to fairly state Seafield's financial 
position at June 30, 1997 and December 31, 1996 and the results of its 
operations and cash flows for the six month periods ended June 30, 1997 and 
1996.  All adjustments made in the interim period were of a normal 
recurring nature except transactions related to the discontinuance of a 
healthcare business.  The financial statements have been prepared in 
conformity with generally accepted accounting principles appropriate in the 
circumstances, and therefore included in the financial statements are 
certain amounts based on management's informed estimates and judgments. The 
financial information herein is not necessarily representative of a full 
year's operations because levels of sales, interest rates and other factors 
fluctuate throughout the fiscal year.  These same considerations apply to 
all year to year comparisons.  Certain 1996 amounts have been reclassified 
for comparative purposes with no effect on net earnings (loss).  See 
Seafield's Annual Report pursuant to Section 13 to the Securities Exchange 
Act of 1934 (Form 10-K) for additional information not required by this 
Quarter's Report (Form 10-Q).

(2) On March 3, 1997, Seafield distributed to its shareholders all of the 
outstanding shares of common stock of its wholly-owned subsidiary, SLH 
Corporation, on the basis of one share of common stock of SLH for each four 
shares of Seafield common stock held.  In connection with this distribution 
and pursuant to a Distribution Agreement between Seafield and SLH, Seafield 
transferred its real estate and energy businesses and miscellaneous assets 
and liabilities, including two wholly-owned subsidiaries, Scout Development 
Corporation and BMA Resources, Inc., to SLH.  The net assets distributed to 
SLH totaled approximately $48 million.  The spinoff was accounted for as a 
dividend.

The following unaudited consolidated pro forma information has been 
prepared as if the distribution of SLH had occurred on January 1, 1997.

                                   June 30, 1997      SLH        Pro Forma
                                     Historical    Adjustments    Results
                                     -------------------------------------
                                        (in thousands except share amounts)
  Revenues                           $  38,048                     38,048
  Expenses                              39,379          253        39,126
                                       -----------------------------------
  Loss from operations                  (1,331)        (253)       (1,078)
  Investment income - net                4,200        3,162         1,038
  Other income (expense)                   195          669          (474)
                                       -----------------------------------
  Earnings (loss) before income tax      3,064        3,578          (514)
  Income taxes                           9,573        5,126         4,447
                                       -----------------------------------
  Loss before minority interests        (6,509)      (1,548)       (4,961)
  Minority interests                       598                        598
                                       -----------------------------------
  Net loss from continuing
    operations                       $  (7,107)      (1,548)       (5,559)
                                       ===================================
  Per share of common stock:
    Net loss from continuing
      operations                     $   (1.10)                      (.86)
                                       ===================================

(3)  In April 1996, Seafield loaned $10 million to its subsidiary, Response 
Oncology, Inc., which was converted into 909,090 shares of Response common 
stock at the election of Seafield in August 1996.  In October 1996, 
Seafield provided to Response a $23.5 million credit facility to finance 
acquisitions and for working capital.  This credit facility was converted 
into Response common stock in February 1997, increasing Seafield's 
ownership to approximately 67%.

On July 1, 1997, Seafield's Board of Directors declared a dividend to 
Seafield's shareholders of all shares of common stock of Response owned by 
Seafield.  For each shareholder of record on July 11, 1997, 1.2447625 
shares of Response common stock were distributed on July 25, 1997 for each 
share of Seafield common stock outstanding.  The distribution of all shares 
of Response stock to Seafield's shareholders was effected as a dividend.  
The Seafield shareholders paid no consideration for any shares of Response 
stock received in the distribution.

Seafield's investment in Response and Response's earnings are shown as a 
discontinued business in the accompanying financial statements at June 30, 
1997.

The following unaudited consolidated pro forma balance sheet has been 
prepared as if the distribution of Response had occurred on June 30, 1997.

                                   June 30, 1997   Dividend of   Pro Forma
                                     Historical      Response     Results
                                     -------------------------------------
                                                  (in thousands)
Assets
  Cash and short-term investments    $  27,531                     27,531
  Accounts and notes receivable         13,346                     13,346
  Other current assets                   5,650                      5,650
                                       ----------------------------------
    Total current assets                46,527                     46,527
Property, plant and equipment           17,537                     17,537
Intangible assets                       15,181                     15,181
Other assets                             1,345                      1,345
Net assets of discontinued
  healthcare business                   51,315        (51,315)        --
                                       ----------------------------------
                                     $ 131,905        (51,315)     80,590
                                       ==================================

Liabilities and Stockholders' Equity
  Current liabilities                $   7,853                      7,853
  Minority interests                    11,377                     11,377

Stockholders' Equity
  Preferred stock                          --                         --
  Common stock                           7,500                      7,500
  Paid-in capital                        1,772                      1,772
  Equity adjustment                       (476)                      (476)
  Retained earnings                    134,023        (51,315)     82,708
                                       ----------------------------------
                                       142,819        (51,315)     91,504
  Less:  Cost of treasury stock         30,144                     30,144
                                       ----------------------------------
    Total stockholders' equity         112,675        (51,315)     61,360
                                       ----------------------------------
                                     $ 131,905        (51,315)     80,590
                                      ===================================


(4)  Cash and cash equivalents include demand deposits in banks and 
overnight investments.

(5)  The components of "Intangible Assets" are as follows:

                                   June 30, 1997         December 31, 1996
                                 ------------------       -----------------
                                                (in thousands)
Goodwill                                 14,703                 11,688
Other                                       478                    739
                                    --------------         --------------
                                  $      15,181                 12,427
                                    ==============         ==============

Effective January 30, 1997, Seafield's 82% owned subsidiary, LabOne, Inc., 
acquired certain assets, inventory and customer lists of GIB Laboratories, 
Inc., a subsidiary of Prudential Insurance Company of America, for $4.6 
million.  The acquisition was accounted for using the purchase method.  
Accordingly, the purchase price was allocated to assets acquired based on 
their fair values.  The total cost in excess of tangible net assets 
acquired was $4.1 million and is being amortized on a straight-line basis 
over 15 years.

(6)  The components of "Other Current Assets" are as follows:

                                    June 30, 1997       December 31, 1996
                                 ------------------     -----------------
                                                (in thousands)
Inventories                       $       2,240                  1,360
Prepaid expenses                          2,117                  1,997
Other current assets                        --                     242
                                    --------------         --------------
                                  $       4,357                  3,599
                                    ==============         ==============

The components of "Other Current Liabilities" are as follows:

                                    June 30, 1997       December 31, 1996
                                 ------------------     -----------------
                                                (in thousands)
Accrued payroll and benefits      $       3,757                  4,039
Accrued commissions
  and consulting fees                       --                     403
Other accrued expenses                      554                  1,509
Other liabilities                           122                    854
                                    --------------         --------------
                                  $       4,433                  6,805
                                    ==============         ==============

(7)  Earnings per share of common stock are based on the weighted average 
number of shares of common stock outstanding and the common share 
equivalents of dilutive stock options, where applicable.

(8)  Under the Distribution Agreement and Assignment, SLH  assumed the 
rights and obligations of Seafield with respect to the following legal 
matter.

In 1986, a lawsuit was initiated in the Circuit Court of Jackson County, 
Missouri by Seafield's former insurance subsidiary (i.e., Business Men's 
Assurance Company of America) against Skidmore, Owings & Merrill (SOM) 
which is an architectural and engineering firm, and a construction firm to 
recover costs incurred to remove and replace the facade on the former home 
office building.  Because the removal and replacement costs had been 
incurred prior to the sale of the insurance subsidiary, Seafield negotiated 
with the buyer for an assignment of the cause of action from the insurance 
subsidiary. In September 1993, the Missouri Court of Appeals reversed a 
$5.7 million judgment granted in 1992 in favor of Seafield; the Court of 
Appeals remanded the case to the trial court for a jury trial limited to 
the question of whether or not the applicable statute of limitations barred 
the claim.  The Appeals Court also set aside $1.7 million of the judgment 
originally granted in 1992.  Subsequently, the parties waived a jury trial 
and in July 1996, this case was retried to a judge.  On January 21, 1997, 
the judge entered a judgment in favor of Seafield.  The amount of that 
judgment, together with interest is approximately $5.8 million.  Although 
the judgment has been appealed, counsel for the Company expects that it 
will be difficult for the defendants to cause the judgment to be reversed.  
The final outcome is not expected until at least 1998.  Settlement 
arrangements with other defendants have resulted in payments to plaintiff 
which have substantially offset legal fees and costs to date of 
approximately $481,000.  Future legal fees and costs can not reliably be 
estimated.  Pursuant to the Distribution Agreement, this matter was 
assigned to SLH Corporation.

In the opinion of management, after consultation with legal counsel and 
based upon current available information, this lawsuit is not expected to 
have a material adverse impact on the consolidated financial position or 
results of operations of Seafield.

Pursuant to the Distribution Agreement, SLH assumed from Seafield all of 
the contingent tax liabilities described below and acquired all rights to 
refunds plus any interest related to these tax years.  SLH also assumed all 
contingent liabilities and refunds related to any issues raised for the 
years 1986-1990 whose resolution may extend to tax years beyond the 1990 
tax year.

Seafield has received notices of proposed adjustments (Revenue Agent's 
Reports) from the Internal Revenue Service (IRS) with respect to 1986-1990 
federal income taxes.  These notices claim total federal income taxes due 
for the entire five year period in the approximate net amount of 
$13,867,000, exclusive of interest thereon.  Seafield filed protests 
regarding the 1986-1990 notices of proposed adjustments.

On May 9, 1997, Seafield received a formal agreement to the issues and the 
final tax computation from the IRS.  The agreement provides for a tax 
refund of approximately $5.8 million, before interest.  The Company expects 
to owe interest of approximately $700,000.  The agreement is subject to 
approval by the Congressional Joint Committee on Taxation.  Consideration 
by the Joint Committee is expected before the end of 1997.

In December 1996, the California state auditor sent Seafield an audit 
report covering the 1987-1989 taxable years.  The State of California has 
determined to include, as a "unitary taxpayer," all majority owned non-life 
insurance subsidiaries and joint ventures of Seafield.  The auditor's 
report was forwarded to the California Franchise Tax Board for action.  In 
June 1997, the California Franchise Tax Board sent a notice of taxes due 
for the 1987-1989 years of $769,213 which was paid in the same month.  A 
billing for the interest due should be received in the third quarter and is 
expected to be approximately $1 million.

(9)  In February 1997, the Financial Accounting Standards Board issued 
Statement No. 128, "Earnings Per Share", which revised the calculation and 
presentation provisions of Accounting Principles Board Opinion 15 and 
related interpretations.  Statement No. 128 is effective for Seafield's 
fiscal year ending December 31, 1997.  Retroactive application will be 
required.  Seafield believes the adoption of Statement No. 128 will not 
have a significant effect on its reported earnings per share.

Statement of Financial Accounting Standards No. 129 "Disclosure of 
Information about Capital Structure" is required to be implemented for 
periods ending after December 15, 1997. The adoption of this standard is 
not expected to have any significant impact on Seafield's financial 
position or results of operations.

In June 1997, the Financial Accounting Standards Board issued Statement No. 
130, "Reporting Comprehensive Income."  Statement No. 130 is effective for 
fiscal years beginning after December 15, 1997.  Retroactive application 
will be required.  The adoption of this standard is not expected to have 
any significant impact on Seafield's financial position or results of 
operations.

In June 1997, the Financial Accounting Standards Board issued Statement No. 
131, "Disclosures about Segments of an Enterprise and Related Information."  
Statement No. 131 is effective for fiscal years beginning after December 
15, 1997.  Retroactive application will be required.  The adoption of this 
standard is not expected to have any significant impact on Seafield's 
financial position or results of operations.



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


RESULTS OF OPERATIONS


Selected Financial Data
                            Three months ended         Six Months Ended
                                   June 30,                 June 30,
                           -----------------------   ----------------------
                              1997        1996         1997         1996
                           ----------   ----------   ----------   ---------

Revenues                 $20,308,000   15,837,000   38,048,000  29,131,000
Loss from operations     $(1,072,000)    (735,000)  (1,331,000) (2,041,000)
Investment income - net  $   395,000    1,245,000    4,200,000   2,415,000
Loss from continuing                                                   
  operations             $(4,286,000)    (163,000)  (7,107,000)   (484,000)
Earnings (loss) from                                                       
  discontinued healthcare 
  business               $(2,946,000)     349,000   (2,342,000)    556,000 
Net earnings (loss)      $(7,232,000)     186,000   (9,449,000)     72,000

Per share:
  Loss from continuing
    operations           $      (.67)        (.02)       (1.10)       (.07)
  Earnings (loss) from
    discontinued
    healthcare business         (.45)         .05         (.36)        .08
  Net earnings (loss)    $     (1.12)         .03        (1.46)        .01
  Dividends per share    $       .30          .30          .60         .60
  Book value per share   $     17.36        28.23        17.36       28.23



SECOND QUARTER ANALYSIS

Introductory remarks about results of operations

Seafield Capital Corporation's (Seafield or Registrant) principal assets 
consist of a majority ownership of LabOne, Inc. (LabOne) and approximately 
$5 million in cash.  Seafield had a majority ownership position in Response
Oncology, Inc. (Response).  On July 25, 1997, Seafield distributed to its 
shareholders all the shares of common stock of Response owned by Seafield. 
Response's operations are now presented as a discontinued healthcare 
business in Seafield's financial statements.  The second quarter is the 
last period in which Response will significantly impact Seafield's 
financial results.  The distribution of Response stock was effected as a 
taxable dividend by Seafield in which Seafield utilized tax loss 
carryforwards to offset the resulting $3.8 million tax liability in the 
financial statements.  The second quarter $2.9 million loss from 
discontinued healthcare operations reflects a $3.8 million non-cash tax 
expense net of $878,000 for Seafield's share of earnings by Response during
the quarter. See Notes to Consolidated Financial Statements for additional 
information.

Response, previously 67%-owned by Seafield, is a publicly-traded company 
(NASDAQ-ROIX).  On February 26, 1997, Seafield converted a $23.5 million 
Response note receivable and accrued interest into 3,020,536 shares of 
Response common stock.  The conversion increased Seafield's ownership of 
Response shares outstanding from 56% at December 31, 1996 to approximately 
67%.

Additionally Seafield had investments in real estate, energy businesses and
miscellaneous assets.  On March 3, 1997, Seafield distributed to its 
shareholders all of the outstanding shares of common stock of its wholly-
owned subsidiary, SLH Corporation (SLH).  In connection with this 
distribution and pursuant to a Distribution Agreement between Seafield and 
SLH, Seafield transferred its real estate and energy businesses and 
miscellaneous assets and liabilities to SLH.  The SLH spin-off was 
accounted for as a dividend.  See Notes to Consolidated Financial 
Statements for additional information.
   


Insurance Services Segment:

The following business is considered to be in the insurance services 
segment: LabOne's risk-appraisal laboratory testing for the life insurance 
industries.  

LabOne, an 82% owned subsidiary of Seafield, is a publicly-traded company 
(NASDAQ-LABS).  LabOne provides high-quality laboratory services to 
insurance companies, physicians and employers.  See Healthcare Services 
Segment discussion below for clinical and substance abuse laboratory 
testing services.

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

Effective January 30, 1997, LabOne acquired certain assets, including 
customer lists, of GIB Laboratories, Inc., a subsidiary of Prudential 
Insurance Company of America.  Concurrently, Prudential's individual 
insurance group agreed to use LabOne as its exclusive provider of risk 
assessment testing services.  At the time of the purchase, GIB served 
approximately 5% of the insurance laboratory testing market.

LabOne's total revenues for the second quarter of 1997 were $20.3 million, 
as compared to $14.8 million in the second quarter of 1996, a 38% increase.
LabOne's insurance segment revenue increased in 1997's second quarter to 
$15.9 million from $12.8 million in the same quarter of 1996.  The increase
was due to an increase in market share and an increase in oral fluid 
testing on applicants applying for smaller face-amount policies.  The total
number of insurance applicants tested in the second quarter of 1997 
increased 20% as compared to the same quarter last year.  Average revenue 
per applicant increased 1% during the same period due to an increase in the
number of tests requested per specimen.  Insurance kit and container 
revenue increased due primarily to an increase in the number of blood and 
oral fluid kits sold.

LabOne's total cost of sales increased $2.8 million during the second 
quarter due primarily to increases in supplies and payroll.  Insurance kit 
supplies increased due to the increased volume of kits sold and the 
increase in cost of oral fluid kits for HIV testing.  Payroll and lab 
supplies increased due to the increased specimen volumes tested in each 
segment.  

LabOne's gross profit for the second quarter of 1997 increased $2.8 million
(40%) to $9.7 million from $6.9 million in 1996's second quarter.  LabOne's
insurance segment gross profit increased to $9.1 million from $7.4 million 
reflecting the above factors.

LabOne's selling, general and administrative expenses increased $1.2 
million (21%) in the second quarter of 1997 as compared to the prior year 
due primarily to increase in payroll expenses, travel and printing 
expenses.  These were partially offset by a decrease in consulting and 
severance expenses.  

LabOne's operating income for the second quarter of 1997 increased to $2.6 
million from $1 million in 1996's second quarter.  LabOne's insurance 
segment operating income increased to $4.7 million from $3.2 million 
reflecting the above factors.


Healthcare Services Segment:

The following businesses are included in the healthcare services segment: 
the clinical and substance abuse laboratory testing services.

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

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

LabOne's Lab Card program covered approximately 1.3 million lives as of 
June 30, 1997.  Additionally, LabOne had a signed backlog of approximately 
450,000 additional lives to be covered by the program.

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

Clinical (diagnostic) laboratory revenues increased 134% to $2.1 million in 
1997's second quarter from $900,000 in the second quarter of 1996 due to an 
88% increase in testing volumes and a 25% increase in average revenue per 
patient.  Substance abuse testing (SAT) revenues increased 123% to $2.3 
million in 1997's second quarter from $1 million in the second quarter of 
1996 primarily due to increased testing volumes.  

Clinical cost of sales expenses were $2 million in 1997's second quarter, 
compared with $1.6 million in the second quarter of 1996 and SAT cost of 
sales were $1.7 million in 1997's second quarter, compared with $800,000 in 
the second quarter of 1996 primarily due to increased payroll and lab 
supplies for increased testing volumes.

Clinical gross profit increased to $39,000 in 1997's second quarter from a 
loss of $700,000 in the second quarter of 1996 while SAT gross profit 
increased to $600,000 in 1997's second quarter from $200,000 in 1996's 
second quarter.

Clinical selling, general and administrative expenses, including 
allocations, were $1.9 million as compared to $1.2 million in 1996.  SAT 
expenses, including allocations, were $700,000 compared to $500,000 in 
1996.  The overhead allocations to clinical and SAT testing segments were 
$800,000 in 1997's second quarter compared to allocations of $500,000 in 
1996. 

The clinical segment operating loss of $1.9 million in 1997's second 
quarter was approximately the same as in 1996's second quarter.  The SAT 
segment operating loss improved from $300,000 in 1996's second quarter to 
$200,000 in 1997's second quarter.

Other:

Seafield's oil and gas investments were distributed to the SLH on March 3, 
1997.  In 1996's second quarter, revenue of $1.1 million and expenses of 
$1.2 million were recorded.  

During 1997's second quarter, Seafield significantly reduced its corporate 
structure and overhead cost as the SLH and Response distributions were 
finalized.  The increase in general and administrative expenses to $10.7 
million in 1997's second quarter from $7.5 million in 1996's second quarter 
reflects both LabOne's increased costs associated with increased testing 
volumes discussed above and one-time costs related to Seafield's corporate 
structure reductions including position eliminations and related severance.  

Investment Income - Net:

Other investments contributing earnings include venture capital and 
liquidity investments.  The return on short-term investments is included in 
the investment income line in the consolidated statements of operations.  
Investment income totaled $395,000 in 1997's first quarter, compared to 
$1.2 million in the second quarter of 1996, primarily reflecting decreased 
funds available for investments resulting from the SLH asset distribution 
in March 1997.  

Miscellaneous Items:

The other income/(loss) line includes LabOne gains and losses on equipment 
disposals and other items.

Taxes:

LabOne's effective tax rate declined from 47% in 1996's second quarter to 
41% in the second quarter of 1997 due to exit taxes on an intercompany 
dividend from LabOne's Canadian subsidiary in 1996.  During 1997's second 
quarter, approximately $3.2 million of unused deferred income tax assets 
not utilized in the Response distribution were written off.  Seafield has 
approximately $5 million of tax capital loss carryforwards available for 
future usage.

The combined effect of the above factors resulted in the second quarter 
1997 loss from continuing operations of $4.3 million, compared with a 
$163,000 loss in the second quarter of 1996. 


Discontinued Operations:

Healthcare Business:

On July 25, 1997, Seafield distributed to its shareholders all the shares 
of common stock of Response owned by Seafield.  Response's operations are 
now presented as a discontinued healthcare business in Seafield's financial 
statements.  The second quarter is the last period in which Response will 
significantly impact Seafield's financial results.  The distribution of 
Response stock was effected as a taxable dividend by Seafield in which 
Seafield utilized tax loss carryforwards to offset the resulting $3.8 
million tax liability in the financial statements.  The second quarter $2.9 
million loss from discontinued healthcare operations reflects a $3.8 
million non-cash tax expense net of $878,000 for Seafield's share of 
earnings by Response during the quarter.  On February 26, 1997, Seafield 
converted its Response note receivable and accrued interest into Response 
common stock.  The conversion increased Seafield's ownership of Response 
shares outstanding from 56% at December 31, 1996 to approximately 67%.

For the second quarter of 1997, Response's revenues were $25.6 million, a 
70% increase, as compared to $15.1 million for the second quarter of 1996.  
Net earnings for the quarter were $1.2 million, a 123% increase over net 
earnings of $544,000 for the comparable quarter in 1996.  Response's second 
quarter 1997 included an income tax provision of $744,000, as compared to 
none recorded in the second quarter of 1996, consequent to a net operating 
loss carryforward.  EBITDA (earnings before interest, taxes, depreciation 
and amortization) for the second quarter of 1997 was $3.9 million, a 122% 
increase over EBITDA of $1.8 million in the second quarter of 1996.

Growth in Response's revenues in the second quarter of 1997 was largely 
driven by an increase in revenue from the Practice Management Division 
which began operating in January 1996.  This division owns the nonmedical 
assets and manages the business aspects of oncology practices.  The number 
of physicians in practice management relationships with Response increased 
from 12 on June 30, 1996 to 40 on June 30, 1997. 



YEAR TO DATE ANALYSIS 


Insurance Services Segment:

LabOne's total revenues for the first six months of 1997 were $38 million, 
as compared to $28 million in the first six months of 1996.  The increase 
of $10 million is due to increases in insurance laboratory revenue of $3.8 
million, clinical laboratory revenue of $2 million, SAT revenue of $2.1 
million and kit revenue of $2 million.  See Healthcare Segment below for 
clinical and SAT revenue discussion.  LabOne's total number of insurance 
applicants tested in the six-month period increased by 21% as compared with 
last year's first six months, while average revenue per applicant declined 
1%.  Kit and container revenue increased due primarily to an increase in 
the number of full blood and oral fluid kits sold and the increased price 
of oral fluid kits for HIV testing.

LabOne's total cost of sales increased $4.7 million during the first six 
months due primarily to increases in payroll, laboratory supplies and kit 
expenses.  Payroll increased 21% and lab supplies increased 32% due to 
larger volume of all specimen types processed.  Insurance kit expense 
increased due to the higher volume of kits sold and the increase in cost of 
oral fluid kits for HIV testing.  

LabOne's gross profit for the first six months of 1997 increased to $18 
million from $12.7 million in 1996's first six months.  LabOne's insurance 
segment gross profit increased to $17.4 million from $13.7 million 
reflecting the above factors.

LabOne's selling, general and administrative expenses increased $1.9 
million (16%) in the first six months of 1997, as compared to the prior 
year's first six months due primarily to increases in payroll expenses, 
travel and printing expenses.  Payroll expense increased due to bonus 
accruals and a 13% increase in headcount.    

LabOne's operating income for the first six months of 1997 increased to 
$4.4 million from $1 million in 1996's first six months.  LabOne's 
insurance segment operating income increased to $3.5 million reflecting the 
above factors.


Healthcare Services Segment:

Clinical laboratory revenues increased to $3.7 million in 1997's first six 
months from $1.7 million in the first six months of 1996 due to increased 
testing volumes and higher revenue per patient.  SAT revenues increased to 
$4.1 million in 1997's first six months from $1.9 million in the first six 
months of 1996 primarily due to a 121% increase in testing volumes.  

Clinical cost of sales expenses were $4 million in 1997's first six months, 
as compared with $3.1 million in the first six months of 1996.  SAT cost of 
sales were $3.1 million in 1997's first six months, as compared to $1.5 
million in the first six months of 1996.

Clinical gross profit improved from a loss of $1.4 million in the first six 
months of 1996 to a loss of $300,000 in 1997's first six months.  SAT gross 
profit increased to $900,000 in 1997's first six months from $400,000 in 
1996's first six months.

Clinical selling, general and administrative expenses were $3.7 million as 
compared to $2.5 million in 1996's first six months.  SAT expenses were 
$1.5 million as compared to $1 million.  The overhead allocations to 
clinical and SAT testing segments were $1.5 million in 1997's first six 
months, as compared to allocations of $900,000 in 1996's first six months. 

The clinical segment operating loss increased slightly to $4 million in 
1997's first six months from $3.8 million in 1996's first six months due to 
increased corporate overhead allocations offsetting operating improvements 
over 1996.  The SAT segment improved from an operating loss of $600,000 in 
1996's first six months to $500,000 in 1997's first six months.

Other:

Seafield's oil and gas investments were distributed to the SLH on March 3, 
1997.  In 1996's first six months, revenue of $1.1 million and expenses of 
$1.2 million were recorded.

During 1997, Seafield significantly reduced its corporate structure and 
overhead cost as the SLH and Response distributions were finalized.  The 
increase in general and administrative expenses to $19.3 million in 1997's 
first six months from $14.6 million in 1996's first six months reflects 
both LabOne's increased costs associated with increased testing volumes 
discussed above and costs related to Seafield's corporate structure 
reductions including position eliminations and related severance.

Investment Income - Net:

Other investments contributing earnings include venture capital and 
liquidity investments.  The return on short-term investments is included in 
the investment income line in the consolidated statements of operations.  
Investment income, which increased to $4.2 million in 1997's first six 
months from $2.4 million in the first six months of 1996, primarily 
reflects a $3 million gain on the sale of marketable common stock which was 
received when a Seafield venture capital investment merged with a public 
company.  

Miscellaneous Items:

LabOne's gain on equipment disposals is included as a component of other 
income/(loss).

Taxes:

Tax expense increased approximately $1.2 million due to the growth in taxes 
on LabOne's significantly improved earnings, a write off of approximately 
$5 million of the deferred income tax assets related to assets spun off in 
the SLH distribution and a write off of approximately $3.2 million of 
unused deferred income tax assets not utilized in the Response 
distribution.  Seafield has approximately $5 million of tax capital loss 
carryforwards available for future usage.
  
Consolidated Results:

The combined effect of the above factors resulted in 1997's first six 
months loss from continuing operations of $7.1 million, as compared with a 
$484,000 loss in the first six months of 1996. 


Discontinued Operations:

Healthcare Business:

On July 25, 1997, Seafield distributed to its shareholders all the shares 
of common stock of Response owned by Seafield.  Response's operations are 
now presented as a discontinued healthcare business in Seafield's financial 
statements.  The second quarter is the last period in which Response will 
significantly impact Seafield's financial results.  The distribution of 
Response stock was effected as a taxable dividend by Seafield in which 
Seafield utilized tax loss carryforwards to offset the resulting $3.8 
million tax liability in the financial statements.  The second quarter $2.9 
million loss from discontinued healthcare operations reflects a $3.8 
million non-cash tax expense net of $878,000 for Seafield's share of 
earnings by Response during the quarter.  On February 26, 1997, Seafield 
converted its Response note receivable and accrued interest into Response 
common stock.  The conversion increased Seafield's ownership of Response 
shares outstanding from 56% at December 31, 1996 to approximately 67%.

For the first six months of 1997, Response's revenues were $50 million, a 
76% increase over revenues of $28.4 million for the first six months of 
1996.  Net earnings for the first six months were $2.1 million, a 96% 
increase over net earnings of $1.1 million for the comparable period in 
1996.  Response's first six months included an income tax provision of $1.3 
million, versus none for the comparable period in fiscal 1996, consequent 
to a net operating loss carryforward.  EBITDA for the first six months of 
1997 was $7.7 million, a 154% increase over the $3 million reported for the 
comparable period in 1996.

Growth in Response's revenues for the first six months of 1997 was largely 
driven by an increase in revenue from the Practice Management Division 
which began operating in January 1996.  This division owns the nonmedical 
assets and manages the business aspects of oncology practices.  The number 
of physicians in practice management relationships with Response increased 
from 12 on June 30, 1996 to 40 on June 30, 1997. 

Real Estate:

The real estate assets were distributed pursuant to the SLH Distribution 
Agreement.  Real estate operations are presented as discontinued operations 
in Seafield's 1996 financial statements.

Net real estate assets distributed on March 3, 1997 were $23 million. Real 
estate revenues were $3.6 million in 1997's first two months prior to 
distribution, compared with $8.6 million in 1996's six months.  The real 
estate sales revenues in 1997 include the sale of 2 residential units in 
Florida and New Mexico ($1.2 million); 547 acres of land in Texas ($2.3 
million); and 7 residential lots in Texas ($38,000).  The real estate sales 
revenues in 1996 include the sale of 23 residential units in New Mexico and 
Florida ($7.6 million) and 1.5 acres of land in Kansas ($580,000).

Cost of the real estate sales in 1997 prior to distribution totaled $3.5 
million, compared with a cost of approximately $8.2 million in 1996's first 
six months, reflecting the mix of real estate sold during each period as 
discussed above in the revenue analysis.

Publicly-Traded Subsidiary

Seafield's majority-owned entity, LabOne, is publicly-traded.  At June 30, 
1997, based on the market prices of publicly-traded shares of this 
subsidiary, pretax unrealized gains of approximately $140 million on this 
investment were not reflected in either Seafield's book value or 
stockholders' equity.


LIQUIDITY AND CAPITAL RESOURCES

On June 30, 1997, at the holding company level, Seafield had available for 
operations approximately $5.1 million in cash and short-term investments.  
Primarily as a result the distribution of SLH in March 1997 and corporate 
structure cost reductions, Seafield's working capital decreased $18.3 
million during 1997 to $5.7 million at June 30, 1997.  

On a consolidated basis, Seafield had $27.5 million in cash and short-term 
investments at June 30, 1997.  Current assets totaled approximately $46.5 
million while current liabilities totaled $7.9 million.  Changes in assets 
and liabilities on the balance sheet resulted primarily from the SLH and 
Response stock distributions.

Net cash provided by operations totaled $33.7 million in 1997's first six 
months compared with net funds provided of $7.5 million in 1996's first six 
months.  During 1997, funds provided by changes in trading portfolios were 
$34.5 million while 1996's changes in these trading portfolios provided 
$2.4 million in funds.  The increase in funds provided by the change in 
trading portfolios included the $19.6 million cash portion of the SLH 
dividend to Seafield shareholders.  The change in accounts receivable 
during 1997 reflects increased sales by LabOne.

Net cash used by investing activities totaled $11 million in 1997 
representing LabOne's purchase of the assets and customer list of GIB 
Laboratories, Inc. and purchases of investments.  Net cash used by 
investing activities in 1996 totaled $562,000 reflecting Response's usage 
of $10 million for its acquisition of physician practices, $5 million 
provided by the discontinued real estate operations and a net increase in 
long-term investments of $5.2 million.

Net cash used by financing activities totaled $23.5 million in 1997 
primarily due to the $19.6 million cash portion of the SLH dividend to 
Seafield shareholders.  The 1996 net cash used by financing activities was 
$4.1 million.  Seafield paid a $3.9 million regular cash dividend to its 
shareholders in both 1997's and 1996's first six months. 

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

By 1994, Seafield had acquired 1,462,200 shares of LabOne's stock under the 
board authorization at a cost of $17.3 million.  No acquisitions of LabOne 
stock have been made since 1994.  At June 30, 1997, the remaining aggregate 
authorization totals $7.7 million.  In 1994, Seafield's board of directors 
approved an additional $8.4 million authorization necessary to complete an 
acquisition of Seafield shares.  During 1997, treasury stock issued for 
exercised options totaled 5,169 shares.  No Seafield options are currently 
outstanding.  

Seafield is currently primarily a shell holding company.  Sources of cash 
are investment income and sales, borrowings and dividends from 
subsidiaries.  There are currently no restrictions that would limit 
LabOne's ability to make future dividend payments.  The primary uses of 
cash for Seafield are investments and dividends to shareholders.

Seafield has received notices of proposed adjustments (Revenue Agent's 
Reports) from the Internal Revenue Service (IRS) with respect to 1986-1990 
federal income taxes.  These notices claim total federal income taxes due 
for the entire five year period in the approximate net amount of 
$13,867,000, exclusive of interest thereon.  Seafield filed protests 
regarding the 1986-1990 notices of proposed adjustments.

On May 9, 1997, Seafield received a formal agreement to the issues and the 
final tax computation from the IRS.  The agreement provides for a net tax 
refund of approximately $5.8 million, before interest.  The Company expects 
to owe interest of approximately $700,000.  The agreement is subject to 
approval by the Congressional Joint Committee on Taxation.  Consideration 
by the Joint Committee is expected before the end of 1997.

In December 1996, the California state auditor sent Seafield an audit 
report covering the 1987-1989 taxable years.  The State of California has 
determined to include, as a "unitary taxpayer," all majority owned non-life 
insurance subsidiaries and joint ventures of Seafield.  The auditor's 
report was forwarded to the California Franchise Tax Board for action.  In 
June 1997, the California Franchise Tax Board sent a notice of taxes due 
for the 1987-1989 years of $769,213 which was paid in the same month.  A 
billing for the interest due should be received in the third quarter and is 
expected to be approximately $1 million.

Pursuant to the Distribution Agreement, SLH assumed from Seafield all of 
the contingent tax liabilities described above and acquired all rights to 
refunds, plus any interest related to these tax years.  SLH Corporation 
also assumed all contingent liabilities and refunds related to any issues 
raised for the years 1986-1990 whose resolution may extend to tax years 
beyond the 1990 tax year.

LabOne has paid regular quarterly dividends in 1997.  As an 82% owner, 
Seafield has received $3.9 million of cash as dividends from LabOne in 
1997.  LabOne's working capital position declined from $38.8 million at 
December 31, 1996, to $33 million at June 30, 1997.  This decrease is 
primarily due to dividends paid, and the purchase of GIB laboratory assets 
and customer lists.  Net trade accounts receivable increased 39% over the 
balance at December 31, 1996, primarily due to increasing sales in all 
three division in 1997.  LabOne's cash and investments totaled $23 million 
at June 30, 1997, and LabOne expects to fund operations and future dividend 
payments from a combination of cash flow from operations and cash reserves.  
LabOne had no borrowings during 1997.

In April 1996, Response obtained an unsecured $10 million loan from 
Seafield bearing interest at the rate of prime plus 1%, which after August 
1, 1996, became convertible at the election of Seafield into shares of 
Response's common stock.  Proceeds of the loan were used to finance a 
practice management affiliation.  The loan was exchanged for 909,090 shares 
of common stock during August 1996.

In October 1996, Response procured a $23.5 million credit facility from 
Seafield to finance acquisitions and for working capital.  On February 26, 
1997, the $23.5 million loan and accrued interest of $664,000 was converted 
into 3,020,536 shares of Response's common stock at a rate of $8 per share.   
On July 25, 1997, Seafield distributed to its shareholders, as a dividend, 
all 8,077,392 shares of common stock of Response owned by Seafield.  


RECENTLY ISSUED ACCOUNTING STANDARDS

In February 1997, the Financial Accounting Standards Board issued Statement 
No. 128, "Earnings Per Share", which revised the calculation and 
presentation provisions of Accounting Principles Board Opinion 15 and 
related interpretations.  Statement No. 128 is effective for Seafield's 
fiscal year ending December 31, 1997.  Retroactive application will be 
required.  Seafield believes the adoption of Statement No. 128 will not 
have a significant effect on its reported earnings per share.

Statement of Financial Accounting Standards No. 129 "Disclosure of 
Information about Capital Structure" is required to be implemented for 
periods ending after December 15, 1997. The adoption of this standard is 
not expected to have any significant impact on Seafield's financial 
position or results of operations.

In June 1997, the Financial Accounting Standards Board issued Statement No. 
130, "Reporting Comprehensive Income."  Statement No. 130 is effective for 
fiscal years beginning after December 15, 1997.  Retroactive application 
will be required.  The adoption of this standard is not expected to have 
any significant impact on Seafield's financial position or results of 
operations.

In June 1997, the Financial Accounting Standards Board issued Statement No. 
131, "Disclosures about Segments of an Enterprise and Related Information."  
Statement No. 131 is effective for fiscal years beginning after December 
15, 1997.  Retroactive application will be required.  The adoption of this 
standard is not expected to have any significant impact on Seafield's 
financial position or results of operations.

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



PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings
         In 1986, a lawsuit was initiated in the Circuit Court of Jackson 
County, Missouri by Seafield's former insurance subsidiary (i.e., Business 
Men's Assurance Company of America) against Skidmore, Owings & Merrill 
(SOM) which is an architectural and engineering firm, and a construction 
firm to recover costs incurred to remove and replace the facade on the 
former home office building.  Because the removal and replacement costs had 
been incurred prior to the sale of the insurance subsidiary, Seafield 
negotiated with the buyer for an assignment of the cause of action from the 
insurance subsidiary. In September 1993, the Missouri Court of Appeals 
reversed a $5.7 million judgment granted in 1992 in favor of Seafield; the 
Court of Appeals remanded the case to the trial court for a jury trial 
limited to the question of whether or not the applicable statute of 
limitations barred the claim.  The Appeals Court also set aside $1.7 
million of the judgment originally granted in 1992.  Subsequently, the 
parties waived a jury trial and in July 1996, this case was retried to a 
judge.  On January 21, 1997, the judge entered a judgment in favor of 
Seafield.  The amount of that judgment, together with interest is 
approximately $5.8 million.  Although the judgment has been appealed, 
counsel for the Company expects that it will be difficult for the 
defendants to cause the judgment to be reversed.  The final outcome is not 
expected until at least 1998.  Settlement arrangements with other 
defendants have resulted in payments to plaintiff which have substantially 
offset legal fees and costs to date of approximately $481,000.  Future 
legal fees and costs can not reliably be estimated.  Pursuant to the 
Distribution Agreement, this matter was assigned to SLH Corporation.

In the opinion of management, after consultation with legal counsel and 
based upon current available information, this lawsuit is not expected to 
have a material adverse impact on the consolidated financial position or 
results of operations of Seafield.

Seafield has received notices of proposed adjustments (Revenue Agent's 
Reports) from the Internal Revenue Service (IRS) with respect to 1986-1990 
federal income taxes.  These notices claim total federal income taxes due 
for the entire five year period in the approximate net amount of 
$13,867,000, exclusive of interest thereon.  Seafield filed protests 
regarding the 1986-1990 notices of proposed adjustments.

On May 9, 1997, Seafield received a formal agreement to the issues and the 
final tax computation from the IRS.  The agreement provides for a tax 
refund of approximately $5.8 million, before interest.  The Company expects 
to owe interest of approximately $700,000.  The agreement is subject to 
approval by the Congressional Joint Committee on Taxation.  Consideration 
by the Joint Committee is expected before the end of 1997.

In December 1996, the California state auditor sent Seafield an audit 
report covering the 1987-1989 taxable years.  The State of California has 
determined to include, as a "unitary taxpayer," all majority owned non-life 
insurance subsidiaries and joint ventures of Seafield.  The auditor's 
report was forwarded to the California Franchise Tax Board for action. In 
June 1997, the California Franchise Tax Board sent a notice of taxes due 
for the 1987-1989 years of $769,213 which was paid in the same month.  A 
billing for the interest due should be received in the third quarter and is 
expected to be approximately $1 million.

Pursuant to the Distribution Agreement, SLH Corporation assumed from 
Seafield all of the contingent tax liabilities described above and acquired 
all rights to refunds plus any interest related to these tax years.  SLH 
Corporation also assumed all contingent liabilities and refunds related to 
any issues raised for the years 1986-1990 whose resolution may extend to 
tax years beyond the 1990 tax year.  Seafield believes that adequate 
accruals for these income tax liabilities have been made in the 
accompanying consolidated financial statements.

Item 2.  Changes in Securities
         (a)  Changes in Securities:  None

         (b)  Under the Missouri General Corporation Law, no dividends to 
stockholders may be declared or paid at a time when the net assets of the 
corporation are less than its stated capital or when the payment thereof 
would reduce the net assets of the corporation below its stated capital.  
At June 30, 1997 the net assets of Seafield Capital Corporation exceeded 
its stated capital by $105,175,000.

Item 3.  Defaults Upon Senior Securities
         None.

Item 4.  Submission of Matters to a Vote of Securities Holders
         (a)  The annual meeting of shareholders was held on May 14, 1997 
for the purpose of electing a board of directors and approving the 
appointment of auditors.  Proxies for the meeting were solicited and there 
was no solicitation in opposition to management's solicitations.  Holders 
of 6,489,103 shares were eligible to vote and 4,878,279 shares were 
represented at the meeting either in person or by proxy.
    (c)  All of management's nominees for directors as listed in the proxy 
statement were elected with the following vote:

    Director           Shares Voted             Shares        Shares Not
                            For                Withheld         Voted
    --------           ------------            --------       ----------
  W. T. Grant II         4,847,289              30,990             0
  P. Anthony Jacobs      4,849,290              28,989             0
  David W. Kemper        4,849,290	        28,989             0
  Dennis R. Stephen      4,849,290              28,989             0

              The shareholders approved the appointment of KPMG Peat 
Marwick LLP as independent auditors for the year ending December 31, 1997 
by the following vote:
   Shares Voted        Shares Voted             Shares        Shares Not
       For               Against              Abstaining         Voted
   ------------        ------------           ----------      ----------
     4,866,236               210                11,831              2

Item 5.  Other Information
         None.

Item 6.  Exhibits and Reports on Form 8-K

         (a)  Exhibits:
              27     Financial Data Schedule - as filed electronically by 
the Registrant in conjunction with this Form 10-Q.

         (b)  Reports on Form 8-K:
              A current report on Form 8-K dated June 4, 1997 was filed to 
report that Seafield's 67% owned subsidiary, Response Oncology, Inc. 
(Response), had converted a previously filed Form S-2 to a Form S-3 
covering 8,752,546 outstanding shares of its common stock to facilitate a 
sale or other distribution of such shares by Response shareholders.  It was 
also reported that Seafield intends to distribute all shares of Response 
owned by Seafield to its shareholders as a dividend.

              A current report on Form 8-K dated July 1, 1997 was filed to 
report that discussions between Seafield and its 82% owned subsidiary, 
LabOne, Inc., regarding a possible merger between the two companies had 
been terminated.

                                  SIGNATURES


Pursuant to the requirements 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.


                                     Seafield Capital Corporation

Date August 8, 1997                  By  /s/  James R. Seward
                                        ----------------------------    
                                        James R. Seward
                                        Executive Vice President
                                        and Chief Financial Officer


Date August 8, 1997                  By  /s/  Steven K. Fitzwater
                                        ----------------------------
                                        Steven K. Fitzwater
                                        Vice President, Chief Accounting
                                        Officer and Secretary