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 March 31, 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 410949
             2600 Grand Ave., Suite 500
               Kansas City, Missouri                           64141
          --------------------------------              ---------------- 
             (Address of principal                          (Zipcode)
               executive offices)

       Registrant's telephone number, including area code (816) 842-7000
                                                          --------------

-------------------------------------------------------------------------------
           (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
May 8, 1997:   $1 par value common - 6,489,103


SEAFIELD CAPITAL CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
--------------------------------------------------------------------------
                                                (unaudited)
                                                  March 31,    December 31,
                                                    1997           1996
--------------------------------------------------------------------------
                                                       (In thousands)
ASSETS
Current assets: 
  Cash and cash equivalents                     $    3,520         5,372
  Short-term investments                            27,559        55,208
  Accounts and notes receivable                     29,011        24,882
  Current income tax receivable                      2,331          (724)
  Deferred income taxes                              1,009         3,058
  Other current assets                              22,964        20,604
                                                  ----------------------
      Total current assets                          86,394       108,400
Property, plant and equipment                       22,287        22,777
Investments:  
  Securities                                           504         4,019
  Oil and gas                                          --          1,543
Intangible assets                                  123,063       118,917
Other assets                                           123         1,830
Net assets of discontinued real estate operations      --         30,466
                                                  ----------------------
                                                $  232,371       287,952
                                                  ======================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                              $    7,500         8,599
  Notes payable                                      1,313         7,847
  Other current liabilities                          9,618        10,768
                                                  ----------------------
      Total current liabilities                     18,431        27,214
Notes payable                                       45,586        39,611
Deferred income taxes                               14,320        17,237
Other liabilities                                      108         1,528
                                                  ----------------------
      Total liabilities                             78,445        85,590
                                                  ----------------------
Minority interests                                  32,063        28,338
                                                  ----------------------
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                              (466)         (439)
  Retained earnings                                143,201       195,329
                                                  ----------------------
                                                   152,007       204,138
  Less cost of 1,010,897 shares of treasury stock
    (1996-1,016,066 shares)                         30,144        30,114
                                                  ----------------------
      Total stockholders' equity                   121,863       174,024
                                                  ----------------------
                                                $  232,371       287,952
                                                  ======================

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
----------------------------------------------------------------------------
                                                Three months ended
                                                      March 31,
                                                 1997          1996
----------------------------------------------------------------------------
                                         (in thousands except share amounts)

                                             (unaudited)
REVENUES
  Healthcare services                       $   27,676        14,950
  Insurance services                            14,429        11,669
  Other                                            --             16
                                               ---------------------
    Total revenues                              42,105        26,635

COSTS AND EXPENSES
  Healthcare services                           23,324        13,457
  Insurance services                             6,175         5,308
  Other                                            --             45
  Selling, general and administrative           10,350         8,415
                                               ---------------------
Earnings (loss) from operations                  2,256          (590)

  Investment income - net                        3,805         1,170
  Interest expense                                (837)         (192)
  Other income                                     295            27
                                               ---------------------
Earnings before income taxes                     5,519           415
  Income taxes                                   6,942           155
                                               ---------------------
Earnings (loss) before minority interests       (1,423)          260
  Minority interests                               794           374
                                               ---------------------
NET LOSS                                    $   (2,217)         (114)
                                               =====================
Per share of common stock:
  Net loss                                  $     (.34)         (.02)
  Dividends                                 $      .30           .30
  Book value                                $    18.78         28.57

Average shares outstanding                    6,487,238    6,463,421
Shares outstanding end of period              6,489,103    6,470,801


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)
                                               Three Months Ended
                                                  March 31, 1997  
---------------------------------------------------------------------------
                                                  (in thousands)

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

Paid-in capital:
  Balance, beginning of year                           1,748
  Exercise of stock options                               24
                                                    ---------
  Balance, end of period                               1,772
                                                    ---------
Foreign currency translation:
  Balance, beginning of year                            (439)
  Net change during period                               (27)
                                                    ---------
  Balance, end of period                                (466)
                                                    ---------
Retained earnings:
  Balance, beginning of year                         195,329
  Net earnings                                        (2,217)
  Dividend of SLH Corporation                        (47,963)
  Cash dividends paid                                 (1,948)
                                                    ---------
  Balance, end of period                             143,201
                                                    ---------
Less:
  Treasury stock:
  Balance, beginning of year                          30,114
  Exercise of stock options                               30
                                                    ---------
  Balance, end of period                              30,144
                                                    ---------

Stockholders' Equity                              $  121,863
                                                    =========


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
-------------------------------------------------------------------------------
                                                  Three months ended March 31,
                                                      1997            1996 
-------------------------------------------------------------------------------
OPERATING ACTIVITIES                               (unaudited)
Net loss                                       $      (2,217)          (114)
Adjustments to reconcile loss from operations 
 to net cash provided (used) by operations:
  Depreciation and amortization                        2,927          2,697
  Earnings applicable to minority interests              794            374
  Change in trading portfolio, net                    32,377         (2,438)
  Change in accounts receivable                       (5,497)          (798)
  Change in accounts payable                           1,057            626
  Net advances to physician practices                 (1,959)        (3,113)   
  Income taxes and other                               3,909            254 
                                                    ------------------------
Net cash provided (used) by operations                31,391         (2,512)
                                                    ------------------------
INVESTING ACTIVITIES
Sales of investments available for sale                1,350            --
Purchases of investments held to maturity             (7,714)        (4,386)
Maturities of investments held to maturity               732         11,883 
Additions to property, plant and equipment, net       (1,414)          (536)
Oil and gas investments                                  --             (73)
Net decrease in note receivable                          --             183  
Acquisition of physician practices                       --          (5,344) 
Cost in excess of fair value of assets acquired       (4,121)           --
Net cash provided by discontinued
  real estate operations                                 581          1,528  
Other, net                                              (444)          (318)
                                                    ------------------------
Net cash provided (used) by investing activities     (11,030)         2,937
                                                    ------------------------
FINANCING ACTIVITIES
Borrowing under line of credit ageements, net            --           3,528  
Proceeds from long-term debt                           7,150            --
Payment of principal on long-term debt                (7,784)          (299)
Payment of capital lease                                 (22)           (16)
Cash portion of SLH dividend                         (19,590)           -- 
Regular quarterly dividend paid                       (1,947)        (1,939)
Net issuance of treasury stock pursuant           
  to stock options plans                                  (7)          (137) 
                                                    ------------------------
Net cash provided (used) by financing activities     (22,200)         1,137  
                                                    ------------------------
Effect of foreign currency translation                   (13)            (4)
                                                    ------------------------
Net increase (decrease) in cash and cash equivalents  (1,852)         1,558
Cash and cash equivalents - beginning of period        5,372          7,581
                                                    ------------------------
Cash and cash equivalents - end of period         $    3,520          9,139
                                                    ========================
Supplemental disclosures of cash flow information:
Cash paid during the period for:
  Interest (net of amount capitalized)            $    1,043            171
                                                    ========================
  Income taxes, net                               $    1,718             89
                                                    ========================
Supplemental disclosures of non-cash information:
  Non-cash portion of SLH Dividend                $   28,373            --
                                                    ========================

See accompanying notes and management's discussion and analysis of financial
statements.


SEAFIELD CAPITAL CORPORATION
Notes to Consolidated Financial Statements
March 31, 1997 and 1996

(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 March 31, 1997 and December 31, 1996 and the results of its 
operations and cash flows for the periods ended March 31, 1997 and 1996.  
All adjustments made in the interim period were of a normal recurring 
nature except the accrual of termination benefits due to the elimination of 
certain Seafield positions after the SLH distribution.  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.  As a result of the distribution, Seafield's principal assets 
consist of its stock holdings in LabOne, Inc. and Response Oncology, Inc.

The following unaudited consolidated pro forma information has been 
prepared as if the distribution of SLH had occurred on January 1, 1996.

                                           Three Months Ended March 31,
                                                1997          1996
                                        -----------------------------------
                                        (in thousands except share amounts)
     Revenues                             $    42,105        26,635
     Investment income, net                       643         1,098
     Earnings before income taxes               1,941           740
     Net loss                                    (669)       (4,926)
     Net loss per share                          (.10)         (.76)

(3)  During 1996, Seafield's subsidiary, Response, acquired stock in or 
certain operating assets and assumed certain liabilities of ten oncology 
practices.  Response's consideration in exchange for the practice 
affiliations consisted of $53 million in cash, $27 million in notes payable 
and 640,000 shares of Response common stock.  The practice affiliations 
have been accounted for as purchases and the accompanying consolidated 
financial statements include the results of their operations from the 
respective dates of acquisition.

In April 1996, Seafield loaned $10 million to Response 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%.

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

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

                                   March 31, 1997         December 31, 1996
                                 ------------------       -----------------
                                                (in thousands)
Subsidiary management
  service agreements              $      99,233                101,963
Goodwill                                 22,780                 15,725
Other                                     1,050                  1,229
                                    --------------         --------------
                                  $     123,063                118,917
                                    ==============         ==============

Subsidiary management service agreements consist of Response's costs of 
purchasing management service agreements with physician practices.  These 
costs are amortized over the initial noncancelable 40-year terms of the 
related management service agreements.  Certain purchase accounting 
adjustments were made during the first quarter of 1997 which reduced 
management service agreements, net of accumulated amortization, by 
approximately $2 million.  The carrying value of the management service 
agreements is reviewed for impairment at the end of each reporting period.

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:

                                   March 31, 1997       December 31, 1996
                                 ------------------     -----------------
                                                (in thousands)
Inventories                       $       4,450                  3,775
Prepaid expenses                          4,383                  2,751
Subsidiary's receivable from
  affiliated physicians                  14,131                 12,422
Other current assets                        --                   1,656
                                    --------------         --------------
                                  $      22,964                 20,604
                                    ==============         ==============

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

                                   March 31, 1997       December 31, 1996
                                 ------------------     -----------------
                                                (in thousands)
Accrued payroll and benefits      $       2,763                  4,039
Accrued commissions
  and consulting fees                       --                     403
Other accrued expenses                    6,668                  5,360
Other liabilities                           187                    966
                                    --------------         --------------
                                  $       9,618                 10,768
                                    ==============         ==============

(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)  In May 1996, Response entered into a $27.5 million bank credit 
facility to fund Response's acquisitions and working capital needs.  The 
credit facility is comprised of a $22 million acquisition facility and a 
$5.5 million working capital facility.  The interest rate varies from LIBOR 
plus 1.5% to LIBOR plus 2.625%.  At March 31, 1997, $27.1 million was 
outstanding under this credit facility with an interest rate of 
approximately 7.7%.  In April 1997, the credit facility was amended to 
increase the maximum available borrowings to $45 million and to extend the 
maturity date to March 1999.

(9)  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 has been forwarded to the California Franchise Tax Board for action.  
The total amount of California state income taxes due for the 1987-1989 
years is expected to be approximately $750,000 plus interest of 
approximately $1 million.

(10)  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.






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

RESULTS OF OPERATIONS

Selected financial data:
                                        Three months ended March 31,
                                        ----------------------------
                                           1997              1996
                                       -----------        ----------

Revenues                              $ 42,105,000        26,635,000
Earnings (loss) from operations       $  2,256,000          (590,000)
Investment income - net               $  3,805,000         1,170,000
Net loss                              $ (2,217,000)         (114,000)

Per share:
  Net loss                             $      (.34)             (.02)
  Dividends                            $       .30               .30
  Book value                           $     18.78             28.57

Average shares outstanding               6,487,238         6,463,421
Shares outstanding end of period         6,489,103         6,470,801

Introductory remarks about results of operations

Seafield Capital Corporation's (Seafield or Registrant) principal assets 
consist of majority ownership of LabOne, Inc. (LabOne) and Response 
Oncology, Inc. (Response).  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 spinoff 
was accounted for as a dividend.  As a result of the distribution, 
Seafield's principal assets consist of its stock holdings in LabOne and 
Response.  See Notes to Consolidated Financial Statements for additional 
information.
   


1997 Compared to 1996

Healthcare Services Segment:

The following businesses are included in the healthcare services segment:  
a comprehensive cancer management company and the clinical and substance 
abuse laboratory testing services.

Response Oncology, Inc. (Response), a 67%-owned subsidiary of Seafield, is 
a publicly-traded company (NASDAQ-ROIX).  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%.  

Response is a comprehensive cancer management company.  Response provides 
advanced cancer treatment services through outpatient facilities known as 
IMPACT Centers under the direction of practicing oncologists; owns the 
assets of and manages the nonmedical aspects of oncology practices; and 
conducts clinical cancer research on behalf of pharmaceutical 
manufacturers.  Approximately 350 medical oncologists are associated with 
Response through these programs.

At March 31, 1997, Response's network consisted of 47 IMPACT Centers, 
including 24 wholly-owned, 12 managed programs, and 11 owned and operated 
in joint venture with a host hospital.  In January 1996, Response commenced 
execution of a diversification strategy into practice management.  Such 
diversification included the affiliation during 1996 with 38 physicians in 
10 medical oncology practices in Florida and Tennessee.  Response has 
sought deep geographic penetration in those markets believing that 
significant market share is crucial to achieving efficiencies, revenue 
enhancements, and marketing of complete cancer services to diverse payors 
including managed care.  Pursuant to Service Agreements, Response provides 
management services that extend to all nonmedical aspects of the operations 
of the affiliated practices.  Response is responsible for providing 
facilities, equipment, supplies, support personnel, and management and 
financial advisory services.  Response's resulting fees from Service 
Agreements includes practice operating expenses and a management fee either 
fixed in amount or equal to a percentage of each affiliated oncology 
group's adjusted net revenue or operating income.  In certain affiliations, 
Response may also be entitled to a performance fee if certain financial 
criteria are satisfied.

Response records patient services revenue net of contractual allowances and 
discounts.  The following table is a summary of revenues by source for the 
first quarters ended March 31:

                                            1997               1996
                                         -----------       -----------
Net patient service revenue             $ 9,894,000         9,282,000
Pharmaceutical sales to physicians        4,153,000         3,222,000
Practice management services fees        10,875,000         1,630,000
Physician investigator studies              583,000           374,000
                                         -----------       -----------
    Total revenues                      $25,505,000        14,508,000
                                         ===========       ===========

Response's net earnings for the first quarter of 1997 were $867,000, 
compared to net earnings of $516,000 in the same period in 1996.  
Response's revenues increased 83% to $24.4 million in 1997's first quarter, 
compared to $13.3 million in 1996's first quarter.  The increase is 
primarily due to nine additional practice management affiliations made 
after March 31, 1996, which were not included in revenue for the first 
quarter of 1996.  Response's earnings before income taxes were $1.4 million 
in 1997's first quarter compared with %516,000 in 1996's first quarter.  
Response utilized net operating loss carryforwards in 1996 to fully offset 
its income tax provision.

Response's EBITDA (earnings before interest, taxes, depreciation and 
amortization) increased $2.5 million or 192% to $3.8 million for the 
quarter ended March 31, 1997, in comparison to $1.3 million for the quarter 
ended March 31, 1996.  EBITDA is not intended to represent net income, cash 
flow, or any other measure of performance in accordance with generally 
accepted accounting principles, but it is included because Response 
believes it is useful for measuring and identifying trends with respect to 
operating performance and creditworthiness.  The increase in EBITDA is 
primarily due to the increase in revenues related to Service Agreements 
with affiliated physicians.

Response's operating expenses increased $8.1 million, or 79%, from $10.3 
million in 1996's first quarter to $18.4 million in 1997's first quarter.  
The increase is primarily due to expenses related to the additional nine 
practice management affiliations commenced subsequent to March 31, 1996.  
Operating expenses consist primarily of payroll costs, pharmaceutical and 
laboratory expenses, medical director fees, and other operational costs.  
Operating expenses as a percentage of revenues were 75% and 77% for the 
quarters ended March 31, 1997 and 1996, respectively.

Response's general and administrative costs increased $400,000, or 31%, 
from $1.3 million in 1996's first quarter to $1.7 million in 1997's first 
quarter, primarily due to additional overhead expenses resulting from the 
practice management diversification.  

Response's depreciation and amortization increased $700,000 from $600,000 
in 1996's first quarter to $1.3 million in 1997's first quarter.  The 
increase is primarily attributable to the amortization of the Service 
Agreements purchased in practice management affiliations consummated during 
1996.  

LabOne, Inc. (LabOne), an 82% owned subsidiary of Seafield, is a publicly-
traded company (NASDAQ-LABS).  LabOne provides risk-appraisal laboratory 
services to the insurance industry-see Insurance Services Segment below.  
LabOne's clinical testing services are provided to the healthcare industry 
to aid in the diagnosis and treatment of patients.  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.

LabOne's Lab Card program covered approximately 1.2 million lives as of 
March 31, 1997, including The Guardian Life Insurance Company of America 
(The Guardian) and Principal Healthcare of Kansas City (Principal).  
Additionally, LabOne had a signed backlog of approximately 300,000 
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 total revenues for the first quarter of 1997 were $17.7 million as 
compared to $13.3 million in the first quarter of 1996, a 34% increase.  
Healthcare revenues increased to $3.3 million in 1997 from $1.6 million in 
the first quarter of 1996 due to increases in substance abuse and 
diagnostic testing volumes.  

LabOne's total cost of sales increased $2 million (26%) in the first 
quarter of 1997 as compared to the prior year due primarily to increases in 
supplies and payroll.  Laboratory supplies and payroll expenses increased 
due primarily to the increase in specimen volumes tested.  Healthcare cost 
of sales expenses were $3.3 million as compared to $2.2 million in the 
first quarter of 1996.

As a result, LabOne's gross profit for the first quarter increased from 
$5.8 million in 1996 to $8.3 million in 1997.  Healthcare gross profit 
increased to $36,000 from a loss of $600,000 in the first quarter of 1996.

LabOne selling, general and administrative expenses increased $600,000 
(11%) in the first quarter of 1997 as compared to the prior year due 
primarily to increases in payroll expenses, bad debt accruals and use taxes 
due to a prior year refund.  These were partially offset by a decrease in 
consulting and severance expenses.  Healthcare overhead expenditures were 
$2.4 million as compared to $1.7 million in 1996, primarily due to an 
increase in allocated overhead and growth in healthcare segment payroll. 

LabOne operating income increased from $15,000 in the first quarter of 1996 
to $1.9 million in 1997.  The healthcare segment operating loss increased 
$100,000 to $2.4 million due to increased corporate overhead allocations.

LabOne non-operating income increased $100,000 due primarily to gains on 
equipment disposals, partially offset by lower investment income.


Insurance Services Segment:

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

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 insurance segment revenue increased in 1997 to $14.4 million from 
$11.7 million in the first quarter of 1996.  The increase was due 
principally to the addition of GIB Laboratories' client base, other market 
share gains and an increase in oral fluid testing on applicants applying 
for smaller face-amount policies.  The total number of insurance applicants 
tested in the first quarter of 1997 increased 22% as compared the same 
quarter last year.  Average revenue per applicant declined 3% during the 
same periods.  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 million during the first quarter 
due primarily to increases in supplies and payroll.  Insurance kit supplies 
increased due to the increased volume of kits sold.  Laboratory supplies 
and payroll expenses increased due primarily to the increase in specimen 
volumes tested.  LabOne's insurance segment gross profit increased to $8.3 
million from $5.8 million primarily reflecting the increase in revenues.
LabOne's selling, general and administrative expenses associated with the 
insurance segment were approximately $4 million in both periods.  The 
insurance segment's operating income increased $2 million reflecting the 
above factors 

Other Segment:

No operational results were recorded in 1997 by Seafield on its oil and gas 
subsidiary prior to the SLH distribution on March 3, 1997.  In 1996's first 
quarter, revenue of $16,000 and expenses of $45,000 were recorded.

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 $3.8 million from $1.2 million in the 
first quarter of 1996, primarily reflects a $3 million gain on the sale of 
marketable common stock.  

Interest Expense:

Interest expense increased in the first quarter of 1997 to $837,000 from 
$192,000 in 1996, reflecting Response's interest expense related to 
borrowings under its Credit Facility and debt assumed and/or issued by 
Response in connection with practice management affiliations during 1996.

Other:

LabOne's gain on equipment disposals is included as a component of other 
income/(loss) in 1997.

Included in general and administrative expenses is an accrual of 
approximately $700,000 for termination benefits resulting from the 
elimination of certain Seafield positions after the SLH distribution.

Taxes:

The first quarter 1997 increase in income tax expense included Response's 
$531,000 provision for income taxes due to the exhaustion of net operating 
loss carryovers for the year.  Response had utilized net operating losses 
to fully offset tax expense during 1996.  These net operating losses had 
never been recognized in the financial statements as deferred tax assets 
due to doubts of their recoverability.  Therefore, no deferred tax expense 
was recognized upon utilization thereof.  Also, tax expense increased 
approximately $761,000 due to the ratable growth in taxes on LabOne's 
significantly improved  earnings, and a write-off of approximately $5 
million of the deferred income tax assets related to assets spun off in the 
SLH distribution.  

Consolidated Results:

The combined effect of the above factors resulted in the first quarter 1997 
net loss of $2.2 million compared with a $114,000 net loss in the first 
quarter of 1996. 

Real Estate - discontinued operations

The real estate assets were distributed pursuant to the SLH Distribution 
Agreement.  Real estate operations are presented as discontinued operations 
in Seafield's 1996 first quarter 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 $5 million in 1996's first quarter.  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 11 residential units in New Mexico 
($4.8 million).

Cost of the real estate sales in 1997 prior to distribution totaled $3.5 
million, compared with a cost of approximately $4.8 million in 1996, 
reflecting the mix of real estate sold during each period as discussed 
above in the revenue analysis.

Publicly-Traded Subsidiaries

Seafield has investments in two majority-owned entities that are publicly-
traded, LabOne and Response.  At March 31, 1997, based on the market prices 
of publicly-traded shares of these two subsidiaries, pretax unrealized 
gains of approximately $130 million on these investments were not reflected 
in either Seafield's book value or stockholders' equity.


LIQUIDITY AND CAPITAL RESOURCES

On March 31, 1997, at the holding company level, Seafield had available for 
operations approximately $7.4 million in cash and short-term investments.  
Primarily as a result the distribution of SLH on March 3, 1997, Seafield's 
working capital decreased $13.6 million during 1997 to $10.4 million at 
March 31, 1997.  

On a consolidated basis, Seafield and its subsidiaries (primarily LabOne 
with $24.5 million) had $31.1 million in cash and short-term investments at 
March 31, 1997.  Current assets totaled approximately $86.4 million while 
current liabilities totaled $18.4 million.  Changes in assets and 
liabilities on the balance sheet resulted primarily from the SLH 
distribution.

Net cash provided by operations totaled $31.4 million in 1997's first 
quarter compared with net funds used of $2.5 million in 1996's first 
quarter.  During 1997 funds provided by changes in trading portfolios were 
$32.4 million while 1996's changes in these trading portfolios used $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's 
first quarter reflects increased sales by both LabOne and Response.

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 provided by 
investing activities in 1996 totaled $3 million reflecting Response's $5.3 
million acquisition of physician practices and a net decrease in long-term 
investments of $7.5 million.

Net cash used by financing activities totaled $22.2 million in 1997 
primarily due to the $19.6 million cash portion of the SLH dividend to 
Seafield shareholders.  The 1996 net cash provided by financing activities 
was $1.1 million.

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.

In 1994, Seafield has 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 were made during 1997.  At March 31, 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's first quarter, treasury 
stock issued for exercised options totaled 5,169 shares.  

Seafield is primarily a holding company.  Sources of cash are investment 
income and sales, borrowings and dividends from subsidiaries.  The dividend 
paying capabilities of subsidiaries may be restricted as to their transfer 
to the parent company.  The primary uses of cash for Seafield are 
investments, subsidiary stock purchases 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 has been forwarded to the California Franchise Tax Board for action.  
The total amount of California state income taxes due for the 1987-1989 
years is expected to be approximately $750,000 and interest of 
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 paid a dividend in 1997.  As an 82% owner, Seafield has received 
$1.9 million of cash as dividends from LabOne in 1997.  LabOne's working 
capital position declined from $38.8 million at December 31, 1996, to $33.5 
million at March 31, 1997.  This decrease is primarily due to dividends 
paid, and the purchase of GIB laboratory assets and customer lists.  Net 
trade accounts receivable increased 24% over the balance at December 31, 
1996, primarily due to increasing sales in February and March, 1997.  
LabOne's cash and investments totaled $25 million at March 31, 1997, and 
LabOne expects to fund operations, capital additions and future dividend 
payments from a combination of cash flow and cash reserves.  LabOne had no 
short-term borrowings during 1997.

Response's working capital at March 31, 1997, was $24.1 million with 
current assets of $36 million and current liabilities of $11.9 million.

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 May 1996, Response entered into a $27.5 million Bank Credit Facility to 
fund Response's acquisition and working capital needs and to repay an 
existing facility.  The Credit Facility, comprised of a $22 million 
Acquisition Facility and a $5.5 million Working Capital Facility, is 
collateralized by the common stock of Response's subsidiaries.  The 
Acquisition Facility bears interest at a variable rate equal to LIBOR plus 
a spread between 1.5% and 2.625%, depending upon borrowing levels.  The 
Working Capital Facility bears interest at a variable rate equal to LIBOR 
plus a spread between 1.875% and 2.375%.

At March 31, 1997, $27.1 million aggregate principal was outstanding under 
the Credit Facility with a current interest rate of approximately 7.7%.  
Response's available credit under the Credit Facility at March 31, 1997 was 
$400,000.  The Credit Facility contains affirmative and negative covenants 
which, among other things, require Response to maintain certain financial 
ratios, including minimum fixed charges coverage, funded debt to EBITDA, 
net worth and current ratio.

In April 1997, the Credit Facility was amended to increase the maximum 
available borrowings to $45 million and to extend the maturity date to 
March 1999.

In October 1996, Response procured a $23.5 million credit facility from 
Seafield (the Seafield Facility) 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.  Seafield is exploring a possible distribution 
to its shareholders of all of its Response shares in 1997.

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.

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 has been forwarded to the California Franchise Tax Board for action.  
The total amount of California state income taxes due for the 1987-1989 
years is expected to be approximately $750,000 with interest of 
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 March 31, 1997 the net assets of Seafield Capital Corporation exceeded 
its stated capital by $114,363,000.

Item 3.  Defaults Upon Senior Securities
         None.

Item 4.  Submission of Matters to a Vote of Securities Holders
         None.

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 was filed on January 6, 1997 to 
report that Seafield filed a registration statement with the Securities and 
Exchange Commission with respect to shares of SLH Corporation, a newly 
formed subsidiary.

              A current report on Form 8-K was filed on February 5, 1997 to 
report that Seafield's 82% owned subsidiary, LabOne, Inc., had completed 
the acquisition of Gib Laboratories, Inc., a subsidiary of Prudential 
Insurance Company of America.

              A current report on Form 8-K was filed on February 19, 1997 
to report that the Seafield Board of Directors had declared a dividend to 
its shareholders of all of the outstanding shares of common stock of SLH 
Corporation.  The Form 8-K also reported that the Securities and Exchange 
Commission had declared the registration statement of SLH Corporation 
effective on February 13, 1997.

              A current report on Form 8-K was filed on February 27, 1997 
to report that Seafield had converted its $23.5 million note from Response 
Oncology, Inc. and accrued interest into Response common stock.  The 
conversion resulted in Seafield owning approximately 67% of Response.  
Also, Seafield announced that it is exploring a possible distribution to 
its shareholders of all of its Response shares in the second quarter of 
1997.

              A current report on Form 8-K was filed on March 17, 1997 to 
report the distribution on March 3, 1997 to its shareholders of all the 
outstanding shares of stock of its wholly-owned subsidiary, SLH 
Corporation.  Certain businesses and assets and liabilities of Seafield 
were transferred to SLH prior to the distribution of the stock to Seafield 
shareholders.



                                  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 May 9, 1997                     By  /s/  James R. Seward
                                        ----------------------------    
                                        James R. Seward
                                        Executive Vice President
                                        and Chief Financial Officer


Date May 9, 1997                     By  /s/  Steven K. Fitzwater
                                        ----------------------------
                                        Steven K. Fitzwater
                                        Vice President, Chief Accounting
                                        Officer and Secretary