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 September 30, 1995

        -----  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
November 4, 1995:   $1 par value common - 6,460,565


PART I.    FINANCIAL INFORMATION

Item 1.    FINANCIAL STATEMENTS

SEAFIELD CAPITAL CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
----------------------------------------------------------------------------
                                                  September 30, December 31,
                                                      1995         1994
----------------------------------------------------------------------------
                                                          (in thousands)
ASSETS
  Current assets:
    Cash and cash equivalents                     $     1,984       8,626
    Short-term investments                             76,019      67,631
    Accounts and notes receivable                      25,400      32,871
    Current income tax receivable                       6,089       2,311
    Deferred income tax assets                          5,233       1,766
    Other current assets                                7,761      10,813
    Current assets of discontinued
      real estate operations                              663         747
                                                     --------------------
          Total current assets                        123,149     124,765
  Property, plant and equipment                        21,769      24,981
  Investments:
    Securities                                          6,171       6,725
    Notes receivable                                      350       1,298
    Oil and gas                                         4,819       5,998
  Intangible assets                                    20,595      29,318
  Deferred income tax assets                            1,784       1,715
  Other assets                                          1,229       1,323
  Non-current assets of discontinued
    real estate operations                             53,580      49,264
                                                     --------------------
                                                  $   233,446     245,387
                                                     ====================

LIABILITIES AND STOCKHOLDERS' EQUITY
  Current liabilities:
    Accounts payable                              $     7,468       7,475
    Notes payable                                         --        2,823
    Other current liabilities                           6,561       9,513
                                                     --------------------
          Total current liabilities                    14,029      19,811
  Notes payable                                           --            8
  Other liabilities                                     2,844       3,439
                                                     --------------------
          Total liabilities                            16,873      23,258
                                                     --------------------
  Minority interests                                   20,863      21,196
                                                     --------------------

  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                                     1,611       1,002
    Equity adjustment from foreign
      currency translation                               (375)       (561)
    Retained earnings                                 216,870     223,169
                                                     --------------------
                                                      225,606     231,110
    Less:
      Cost of 1,039,483 shares of treasury stock
        (1994 - 1,121,739)                             29,896      30,177
                                                     --------------------
          Total stockholders' equity                  195,710     200,933
                                                     --------------------
                                                  $   233,446     245,387
                                                     ====================


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


SEAFIELD CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
-------------------------------------------------------------------------------
                                  Three Months Ended        Nine Months Ended
                                     September 30,             September 30,
                                  1995         1994         1995         1994
-------------------------------------------------------------------------------
                                    (in thousands except per share amounts)
REVENUES
  Insurance services         $   12,338       16,039       43,219       50,247
  Healthcare services            15,212       12,547       44,488       33,100
  Other                             676        2,971        6,711        8,694
                               ----------------------    ----------------------
    Total revenues               28,226       31,557       94,418       92,041

COSTS AND EXPENSES
  Insurance services              5,203        8,090       18,220       24,587
  Healthcare services            14,239       11,544       41,784       31,225
  Other                             774        3,319        5,677        8,923
  Selling, general
    and administrative            9,546       11,593       32,865       30,764
                                ---------------------    ----------------------
Loss from operations             (1,536)      (2,989)      (4,128)      (3,458)
  Investment income/(loss) - net   (238)         828        3,293        3,103
  Other income (loss)            (3,056)        (133)      (4,539)         (11)
                                ---------------------    ----------------------
Loss before income taxes         (4,830)      (2,294)      (5,374)        (366)
  Income taxes (benefits)        (3,489)        (392)      (6,264)         759 
                               ----------------------    ----------------------
Earnings/(loss) before
    minority interests           (1,341)      (1,902)         890       (1,125)
  Minority interests                250         (157)       1,405          (75)
                               ----------------------    ----------------------
Net loss                      $  (1,591)      (1,745)        (515)      (1,050)
                               ======================    ======================

Per share of common stock:
  Net loss                    $    (.25)        (.27)        (.08)        (.16)
  Dividends                   $     .30          .30          .90          .90
  Book value                  $   30.29        32.41        30.29        32.41

Average shares outstanding    6,443,818    6,361,021    6,451,660    6,374,920

Shares outstanding
  end of period               6,460,517    6,361,021    6,460,517    6,361,021


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


SEAFIELD CAPITAL CORPORATION AND SUBSIDIARIES
Consolidated Statement of Stockholders' Equity
------------------------------------------------------------------------------
                                               Nine Months Ended
                                               September 30, 1995
------------------------------------------------------------------------------
                                                 (in thousands)

Common stock:
  Balance, beginning of year		          $    7,500
                                                    ---------
  Balance, end of period               		       7,500
                                                    ---------
Paid-in capital:							
  Balance, beginning of year	                       1,002 
  Exercise of stock options                              609
                                                    ---------
  Balance, end of period                               1,611
                                                    ---------
Foreign currency translation:
  Balance, beginning of year                            (561)
  Net change during period                               186
                                                    ---------
  Balance, end of period                                (375)
                                                    ---------
Retained earnings:
  Balance, beginning of year                         223,169
  Net loss                                              (515)
  Dividends paid                                      (5,784)
                                                    ---------
  Balance, end of period                             216,870
                                                    ---------
Less:
  Treasury stock:
  Balance, beginning of year                          30,177
  Exercise of stock options                             (281)
                                                    ---------
  Balance, end of period                              29,896
                                                    ---------

Stockholders' Equity                              $  195,710
                                                    =========

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


SEAFIELD CAPITAL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
-------------------------------------------------------------------------------
                                                Nine months ended September 30,
                                                      1995            1994 
-------------------------------------------------------------------------------
OPERATING ACTIVITIES
Earnings from operations                           $    (515)        (1,050)
Adjustments to reconcile earnings from operations
 to net cash provided by operations:
  Depreciation and amortization                        9,804         12,528
  Earnings applicable to minority interests            1,405            (75)
  Change in short-term trading portfolio, net        (10,150)         3,946
  Change in accounts receivable                       (2,218)         1,944
  Change in accounts payable                           2,673            251
  Income taxes and other                              (1,455)        (2,143) 
                                                    ------------------------
Net cash provided (used) by operations                  (456)        15,401
                                                    ------------------------
INVESTING ACTIVITIES
Purchases of investments available for sale              --            (120)
Sales of investments available for sale                  263            242
Purchases of investments held to maturity            (47,410)       (73,736)
Maturities of investments held to maturity            49,151         77,054
Securitization of receivables                          1,500          4,800
Additions to property, plant and equipment, net       (3,140)        (3,942)
Oil and gas investments                                 (402)          (773)
Increase in notes receivable, net                     (2,507)        (6,932)
Proceeds from dispositions of subsidiaries, net       11,148            --
Net cash used by discontinued real estate operations  (4,232)        (1,107) 
Other, net                                            (2,728)          (901)
                                                    ------------------------
Net cash provided (used) by investing activities       1,643         (5,415)
                                                    ------------------------
FINANCING ACTIVITIES
Payments under line of credit agreements, net         (2,818)        (2,097)
Payment of principal on long-term debt                   --             (42)
Payment of capital lease                                (150)          (297)
Dividends paid                                        (5,784)        (5,724)
Purchase of treasury stock                               --         (12,952)
Issuance of common stock                                 890            238
                                                    ------------------------
Net cash used by financing activities                 (7,862)       (20,874)
                                                    ------------------------
Effect of foreign currency translation                    33            (17)
                                                    ------------------------
Net decrease in cash and cash equivalents             (6,642)       (10,905)
Cash and cash equivalents - beginning of period        8,626         15,491
                                                    ------------------------
Cash and cash equivalents - end of period         $    1,984          4,586
                                                    ========================
Cash paid during the period for:
  Interest (net of amount capitalized)            $      142            248
                                                    ========================
  Income taxes, net                               $       79          2,291
                                                    ========================

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


SEAFIELD CAPITAL CORPORATION
Notes to Consolidated Financial Statements
September 30, 1995 and 1994

(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 the Registrant's financial 
position at September 30, 1995 and December 31, 1994 and the results of its 
operations and cash flows for the periods ended September 30, 1995 and 1994.  
All adjustments made in the interim period were of a normal recurring 
nature, except for sales and write-offs of subsidiaries as discussed below.  
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 1994 amounts have been reclassified for comparative 
purposes with no effect on net earnings.  See the Registrant'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)  Cash and cash equivalents include demand deposits in banks and 
overnight investments.

(3)  The components of "Other Liabilities" are as follows:

                           September 30, 1995          December 31, 1994
                         Current    Noncurrent      Current    Noncurrent
                        ----------------------     ----------------------
Accrued payroll
  and benefits         $  2,115         1,547        2,191         1,622
Accrued commissions
  and consulting fees     1,407           154        2,552           184
Other accrued expenses    1,139           --         3,454           --
Other liabilities         1,900         1,143        1,316         1,633
                        ----------------------     ----------------------
                       $  6,561         2,844        9,513         3,439
                        ======================     ======================

(4)  The components of "Other Income/(Loss)" on the Statements of Operations 
are as follows:
                               Three months ended         Nine months ended
                                  September 30,              September 30,
                                1995        1994           1995        1994
                              -------------------        -------------------
Gain/(loss) on sale of
  subsidiaries             $     477         --          (1,068)        --
Reserve on subsidiary 
  in bankruptcy               (3,382)        --          (3,382)        --
Other                           (151)       (133)           (89)        (11)
                              -------------------        -------------------
                           $  (3,056)       (133)        (4,539)        (11)
                              ===================        ===================

(5)  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.

(6)  Registrant sold its 80.1% owned subsidiary, Agency Premium Resource, 
Inc., during the second quarter.  The sale generated a pre-tax gain of $1.9 
million on proceeds of approximately $10 million.

The Registrant also completed a second quarter asset sale by Tenenbaum & 
Associates, Inc., a 79% owned subsidiary.  This subsidiary then distributed 
its assets to shareholders and filed for dissolution.  The earnings effect 
of the sale, distribution and dissolution was a pre-tax loss of $3.4 
million.

The Registrant sold its 80% owned subsidiary, International Underwriting 
Services, Inc., during the third quarter.  The sale generated a pre-tax gain 
of $477,000 on proceeds of approximately $2.1 million.

The Registrant's 74% owned subsidiary, Pyramid Diagnostic Services, Inc., 
entered voluntary bankruptcy in early October 1995 as a result of an adverse 
judgment in a lawsuit settlement.  The Registrant fully reserved its 
investment in this subsidiary at September 30, 1995 and recorded a pre-tax 
charge to earnings of approximately $3.4 million.

(7)  A lawsuit was initiated in 1986 by the Registrant's former insurance 
subsidiary, Business Men's Assurance Company of America (BMA), against 
Skidmore, Owings & Merrill (SOM), an architectural and engineering firm, and 
a construction firm (with which a settlement has previously been reached) to 
recover costs incurred to remove and replace the facade on the former home 
office building.  The lawsuit was filed in and is pending before the Circuit 
Court (i.e. state trial court) of Jackson County, Missouri.  Because the 
costs had been incurred prior to any discussions regarding a sale of the 
insurance subsidiary, Registrant negotiated with the buyer for an assignment 
of the cause of action from the insurance subsidiary. Thus, any recovery 
will be for the benefit of the Registrant and all costs incurred in 
connection with the litigation will be paid by the Registrant.  Any ultimate 
recovery will be recognized as income when received and would be subject to 
income taxes.  In September 1993, the Missouri Court of Appeals reversed a 
$5.7 million judgment granted in 1992 in favor of the Registrant; the Court 
of Appeals set aside $1.7 million of the judgment and remanded the balance 
of 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.  A 
date for the retrial has not been set.  Legal costs to date have aggregated 
approximately $427,000.  Any ultimate recovery will be reduced by amounts 
received previously on settlements with other defendants (which settlement 
amounts aggregated approximately $450,000).

In 1988, a lawsuit was initiated against the Registrant's former insurance 
subsidiary, BMA, by its former partners in the Quail Run real estate project 
in Santa Fe, New Mexico.  The lawsuit was filed in the United States 
District Court for the District of New Mexico by Lyon Development Company 
and Jeanne Lyon, DBA Lyon and Associates Realty.  The plaintiffs alleged 
that the project partnership agreement was improperly terminated, thus 
denying them an ongoing interest in the project, and the loss of their 
exclusive real estate brokerage arrangement.  The plaintiffs were seeking 
approximately $11 million in actual damages and unspecified punitive damages 
based upon alleged breaches of contract and fiduciary duty and economic 
compulsion.  After a trial in July 1994, the jury returned a verdict 
absolving Registrant of any liability.  Subsequent to the trial, the judge 
awarded Registrant approximately $250,000 in connection with marketing 
expenses which the plaintiffs were to have repaid.  In April 1995, the court 
awarded Registrant approximately $64,000 in legal costs with interest until 
paid.  Plaintiffs have appealed all judgments against them; the appeal is 
pending before the United States Court of Appeals for the Tenth Circuit.  
The plaintiffs' request for oral arguments in their appeal was denied.  The 
Court will decide the appeal on the briefs alone and a decision is expected 
by the end of 1995.  Because the Quail Run project was retained by 
Registrant in connection with the sale of its former insurance subsidiary, 
Registrant defended the lawsuit under an indemnification arrangement with 
the purchaser of the former insurance subsidiary; all legal fees and costs 
incurred (approximately $3.5 million from inception through September 30, 
1995) and any judgments rendered in favor of the plaintiff will be for the 
account of the Registrant.

In the opinion of management, after consultation with legal counsel and 
based upon current available information, none of these lawsuits is expected 
to have a material adverse impact on the consolidated financial position or 
results of operations of the Registrant.

During 1992, Seafield received proposed adjustments from the Internal 
Revenue Service (IRS) with respect to 1986-87 federal income taxes.  
Seafield protested these adjustments during 1992.  Later, the IRS determined 
to include the 1988-90 tax periods as part of its review.  The original 
amount of additional taxes proposed by the IRS was approximately $17 million 
for the 1986-87 period.  In May 1995, the IRS issued a revised 1986-87 
adjustment report reducing the original amount of proposed taxes to $13.5 
million.  Two-thirds of the proposed adjustments relate to formerly owned 
television subsidiaries.  In September 1995, this new 1986-87 report was 
protested.

In June 1995, the IRS issued its 1988-89 report which includes reversals of 
some additional taxes in the 1986-87 report.  The amount of additional 
proposed taxes for 1988-89 is now $182,000 (having originally been 
approximately $6 million). In September 1995, the 1988-89 report was also 
protested.

The IRS may issue its proposed tax adjustments for 1990 by the end of 1995.  
Three preliminary proposed adjustments for 1990 totaling $7.4 million in 
additional taxes have been received.  Two of the adjustments reflect 
reversals of prior years' adjustments.  The third constitutes an attempt by 
the IRS to tax the gain on an intercompany transfer of LabOne stock.  The 
IRS has used this proposed adjustment to deny Seafield's uncontested 1990 
net operating and net capital loss carryback claim for refund of $7.6 
million.  The effect is to propose a reduction in net taxes for 1990 of 
approximately $196,000, including the refund.

Seafield believes that it has meritorious defenses to many of the issues 
raised by the IRS, has or will timely file protests and that the financial 
statements contain adequate accruals for income tax liabilities.

(8)  In February 1995, Registrant retained Alex. Brown and Sons Incorporated 
as financial advisor to assist the Registrant in considering strategic 
alternatives to maximize shareholder value.  One alternative that the 
Registrant expects to pursue is a cash-option merger of the Registrant into 
LabOne.  The board of directors will consider other business combination 
proposals that are presented to it.  There can be no assurances that either 
a merger with LabOne or any other business combination will occur.

(9)  Statements of Financial Accounting Standards No. 114 "Accounting by 
Creditors for Impairment of a Loan" and No. 118 "Accounting by Creditors for 
Impairment of a Loan - Income Recognition and Disclosures" have been 
implemented for the year ending December 31, 1995.  The adoption of this 
standard has had no significant impact on the Registrant's financial 
position or results of operations.

Statement of Financial Accounting Standards No. 121 "Accounting for the 
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of" 
is required to be implemented for fiscal years beginning after December 15, 
1995.  The Registrant has not ascertained the impact, if any, on its 
financial position or results of operations.

Statement of Financial Accounting Standards No. 123 "Accounting for Stock-
Based Compensation" is required to be implemented for fiscal years beginning 
after December 31, 1995.  The adoption of this standard is not expected to 
have any significant impact on the Registrant's financial position or 
results of operations.


ITEM 2 - Management's Discussion and Analysis of Financial Condition
         and Results of Operations


                     RESULTS OF OPERATIONS

Selected financial data
                              Three months ended        Nine Months Ended
                                 September 30,            September 30,
                           -----------------------   -----------------------
                              1995         1994         1995         1994
                           ----------   ----------   ----------   ----------

Revenues                 $ 28,226,000   31,557,000   94,418 000   92,041,000
Loss from operations     $ (1,536,000)  (2,989,000)  (4,128,000)  (3,458,000)
Investment income - net  $   (238,000)     828,000    3,293,000    3,103,000
Net loss                 $ (1,591,000)  (1,745,000)    (515,000)  (1,050,000)

Per share:
  Net loss               $       (.25)        (.27)        (.08)        (.16)
  Dividends per share    $        .30          .30          .90          .90
  Book value per share   $      30.29        32.41        30.29        32.41

Average shares
  outstanding               6,443,818    6,361,021    6,451,660    6,374,920
Shares outstanding
  end of period             6,460,517    6,361,021    6,460,517    6,361,021


Insurance Services Segment

The following businesses are considered to be in the insurance services 
segment:  laboratory testing for insurance industries, insurance premium 
finance services and underwriting and policy administration services.  
On May 31, 1995, the insurance premium finance services subsidiary was sold. 
On July 17 1995, the underwriting and policy administration services 
subsidiary was sold.

LabOne, Inc. (LabOne), an 82% owned subsidiary of Seafield Capital 
Corporation (Seafield), is a publicly-traded company (NASDAQ-LABS).  LabOne 
provides risk appraisal, clinical and substance-abuse laboratory services to 
insurance companies, physicians and employers. The results of operations for 
LabOne's laboratory testing for insurance industries is presented below in 
Seafield's "Insurance Services Segment."  LabOne's clinical and substance-
abuse laboratory services results are presented in the "Healthcare Services 
Segment."

LabOne provides risk appraisal laboratory services to the insurance 
industries in the United States and Canada.  The tests performed 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 individual life insurance policy 
applicants. LabOne also provides testing services on individual and group 
medical and disability policy applicants.  LabOne currently serves over half 
this market, with Osborn Laboratories, Inc., Clinical Reference Laboratory 
and GIB Laboratories maintaining a majority of the remaining market.

LabOne continues to work with client companies to develop the OraSure 
(registered trademark) saliva testing product to accommodate the needs of the
insurance industry.  As insurers work through the regulatory requirements for
saliva-based testing, the potential for expansion in this area exists.

LabOne's revenue in the third quarter 1995 was $13.7 million as compared to 
$14.5 million in the same period last year.  The decrease of $800,000 (6%) 
can be attributed primarily to decreases in insurance laboratory revenue of 
$1.8 million and insurance kit revenue of $200,000, partially offset by a 
$1.2 million increase in clinical and substance-abuse laboratory testing 
revenues.  The total number of insurance applicants tested in the third 
quarter 1995 decreased by 10% as compared to the same quarter last year, 
primarily due to a national decline in the number of life insurance policies 
written and a slight decline in LabOne's market share.  LabOne's average 
revenue per insurance applicant declined 6% during the third quarter 1995 as 
compared to the same quarter last year.  

At the end of 1994, LabOne initiated a price stabilization plan.  The purpose
of this plan was to increase prices based on the emphasis of LabOne's quick 
turn-around time and quality of testing.  The initial result of this action 
was a slight increase in the average revenue per applicant, however prices 
have subsequently declined due to continued competitive pressures.

In September 1995, LabOne reduced staff by seven percent.  This work force 
reduction was considered a necessary element in LabOne's efforts to improve 
the cost structure of its insurance testing operations and meet clients' 
requirements for lower cost, high quality laboratory services.  Additionally,
several LabOne Service Center locations were closed to improve the 
flexibility of the specimen collection operations.  The total cost of these 
actions was a $500,000 charge to LabOne's third quarter earnings from 
operations.

LabOne's revenues in the first nine months of 1995 were $43.0 million as 
compared to $45.3 million in the same period last year.  The decrease of $2.3
million or 5% can be attributed primarily to an 8% decrease in the total 
number of insurance applicants tested in the nine month period and a 5% 
decrease in the average revenue per applicant.  These decreases were 
partially offset by a $2.9 million increase in clinical and substance-abuse 
testing revenues.

LabOne's cost of sales increased $500,000 (7%) in the third quarter 1995 as 
compared to the third quarter 1994.  This increase includes the LabOne 
Service Center lease write-offs for closed locations.  Payroll and outside 
lab services also increased; however, these increases were partially offset 
by a reduction in depreciation expense and royalty fees.  Cost of sales 
increased $1.2 million (6%) in 1995's first nine months as compared to 1994's
first nine months.  This increase is due primarily to increases in payroll, 
rent expense and outside lab services, all related to the clinical expansion.
These were partially offset by decreases in Canadian expenses, depreciation 
expense and net postage.

LabOne's gross profit declined 18% from $7.5 million in the third quarter 
1994 to $6.2 million in 1995.  This decline of $1.3 million is primarily 
attributable to the reduction in total revenue of $800,000 and the increased 
expenses associated with the clinical expansion.  Gross profit declined 15% 
from $24.1 million in 1994's first nine months to $20.5 million in 1995's 
first nine months.  This decline of $3.6 million is primarily attributable to
the reduction in total revenue of $2.3 million and the additional expenses 
associated with the clinical expansion.

LabOne's selling, general and administrative expenses decreased $1.3 million 
(17%) in the third quarter 1995 as compared to the prior year, due primarily 
to prior year expenses related to closing the Canadian laboratory and a 
decrease in depreciation expense.  LabOne consolidated its Canadian 
laboratory testing with the Kansas operations during the third quarter 1994 
which resulted in a restructuring charge of $1.6 million.  Other variances 
include increases in third party billing expenses and bad debt accruals due 
to the increase in clinical and substance-abuse testing revenue.

LabOne's selling, general and administrative expenses decreased $400,000 (2%) 
in the nine month period ended September 30, 1995, as compared to the prior 
year primarily due to the closure of the Canadian laboratory in 1994.  
Additional declines included depreciation and maintenance expense.  These 
were partially offset by increases in commission expense, payroll, bad debt 
accruals and travel and entertainment expenses.

LabOne's effective income tax rate for the third quarter 1995 was 33.0%, 
which was reduced as a result of certain tax adjustments.  During 1994, the 
tax rate was impacted by certain tax adjustments resulting in a tax benefit 
of $119,000 for the third quarter.  LabOne's effective income tax rate 
increased from 32.2% during the first nine months of 1994 to 36.5% during the 
same period in 1995.  The prior year was impacted by tax adjustments related 
to the closure and liquidation of the HORL (UK) operations and certain U.S. 
tax adjustments.

The insurance premium finance services subsidiary, Agency Premium Resource, 
Inc., (APR) was sold on May 31, 1995.  Seafield received approximately 
$800,000 in cash and $9.2 million of US Treasury Bills that matured in June 
1995.  The impact on Seafield's results of operations was an after-tax gain 
of $1.4 million recorded on the sale.  Additionally, the sale eliminated 
APR's revenues from the insurance services revenues line for 1995's third 
quarter compared to revenues of $974,000 included in 1994's third quarter.  
The sale reduced the nine months revenues consolidated for APR from $2.8 
million in 1994 to $1.6 million in 1995.  Correspondingly, APR expenses were 
eliminated in 1995's third quarter results.  The 1994 third quarter results 
included $321,000 of APR expenses. The nine month expenses were reduced to 
$517,000 from $1 million in 1994.  APR's contribution to consolidated 
earnings from operations was zero in 1995's third quarter, $267,000 in 1994's 
third quarter, $300,000 in 1995's first nine months and $624,000 in 1994's 
first nine months.

The underwriting and policy administration services subsidiary, International 
Underwriting Services, Inc., (IUS) was sold on July 17, 1995.  Seafield 
received $2.1 million in cash as sales proceeds.  The impact on Seafield's 
results of operations was an after-tax gain of $1.1 million recorded on the 
sale.  Additionally, the sale eliminated IUS's revenues from the insurance 
services revenues line for 1995's third quarter compared to revenues of 
$599,000 included in 1994's third quarter.  The sale reduced the nine months 
revenues consolidated for IUS from $2.1 million in 1994 to $1.8 million in 
1995.  Correspondingly,  IUS expenses were eliminated in 1995's third quarter 
results. The 1994 third quarter results included $846,000 of IUS expenses.  
The nine month expenses were reduced to $1.6 million from $2.3 million in 
1994.  IUS's contribution to consolidated earnings from operations was zero 
in 1995's third quarter, whereas for 1994's third quarter IUS contributed a 
$535,000 loss.  IUS contributed a $338,000 operating loss in 1995's first 
nine months which compares with a $1 million loss in 1994's first nine 
months.  As a result of the IUS sale, $736,000 of goodwill that was recorded 
on Seafield's balance sheet under the caption "Intangible Assets" was 
eliminated. 


Healthcare Services Segment

The following businesses are considered to be in the healthcare services 
segment:  advanced cancer treatment services, clinical laboratory testing for 
physicians and employers, substance abuse laboratory testing, and 
radiopharmaceuticals and related services for nuclear medicine.

Response Oncology, Inc. (Response), a 59% owned subsidiary of Seafield, is a 
publicly-traded company (NASDAQ-ROIX).  Response, formerly known as Response 
Technologies, Inc., changed it name effective November 2, 1995.

Response is a leading provider of advanced cancer treatments and related 
services, principally on an out-patient basis, through treatment centers 
owned or managed by Response.  The centers, known as IMPACT (registered 
trademark)  (IMPlementing Advanced Cancer Treatments) Centers, are staffed by 
experienced oncology nurses, pharmacists, laboratory technologists, and other 
support personnel to deliver out-patient services under the direction of 
private practicing oncologists.  The primary treatments provided by the 
Centers involve high-dose chemotherapy coupled with support of the patient's 
immune system through the use of autologous peripheral blood stem cell 
reinfusion.  The Centers also provide home pharmacy and out-patient 
infusional services for its patients.

Beginning in 1994, Response began expanding its network of centers to include 
hospital-affiliated centers.  These centers entail a management agreement 
(managed centers) or a jointly owned entity (jointly owned centers).  For 
managed centers, Response provides technical and administrative services, 
including treatment protocols and data management, employee training and 
reimbursement support.  Patient care and laboratory services are provided and 
billed to third parties by the host hospital, with a management fee paid to 
Response.

For jointly-owned centers, Response and the host hospital contribute cash and 
other forms of capital to establish an entity to provide outpatient and 
inpatient services to its patients.  These entities will purchase services 
from the hospital to deliver and manage complex cancer treatments.  Response 
contemplates that it will maintain management control of these jointly owned 
programs, and accordingly plans to include the results of operations on a 
consolidated basis.

Response plans to expand its operations to include the acquisition and 
management of oncology physician practices as discussed more fully 
hereinafter.

As of September 30, 1995, Response had twenty-seven IMPACT Centers, seven 
managed centers, and five jointly-owned centers located in twenty-one states. 
The five jointly-owned centers were not operational as of September 30, 1995. 
Response anticipates continued nationwide expansion over the next few years, 
primarily through the establishment of jointly-owned centers.

Response recorded net earnings of $605,000 and $2.2 million for the quarter 
and nine months ended September 30, 1995 compared to net losses of $138,000 
and $1.7 million for the same periods last year.  Revenues for the quarter 
ended September 30, 1995 of $11.2 million increased $384,000 or 4% when 
compared to the quarter ended September 30, 1994.  Revenues for the nine 
months ended September 30, 1995 of $33.8 million increased $5.2 million or 
18% compared to the nine months ended September 30, 1994.  The increase is 
primarily attributable to increased patient referrals.  Revenues for the 
quarter and nine months ended September 30, 1995 also included approximately 
$181,000 and $578,000 respectively, related to Response's efforts to conduct 
pharmaceutical contract research in parallel with its clinical trials data 
management activities.

Response's operating expenses for the quarter ended September 30, 1995 
decreased $420,000 or 5% when compared to the quarter ended September 30, 
1994.  Operating expenses for the nine months ended September 30, 1995 
increased $1.3 million or 5% when compared to the nine months ended September 
30, 1994.  These expenses consist of payroll costs, pharmaceutical and 
laboratory expenses, rent expense and other operational expenses.  Operating 
expenses display a high degree of variability in proportion to patient 
services revenue.  Operating expenses as a percentage of revenues were 74% 
and 81% for the quarters and 73% and 82% for the nine month periods ended 
September 30, 1995 and September 30, 1994, respectively.  This decrease is 
primarily attributable to operating efficiencies at higher levels of center 
activity and certain fixed operating expenses being spread over a larger 
revenue base.

Response's general and administrative costs for the quarter ended September 
30, 1995 increased $386,000 or 37% when compared to the quarter ended 
September 30, 1994.  These expenses increased $839,000 or 26% for the nine 
months ended September 30, 1995 when compared to the nine months ended 
September 30, 1994.  The increase is primarily attributable to increases in 
administrative payroll and related costs.  General and administrative costs 
as a percentage of revenues were 13% and 10% for the quarters and 12% and 11% 
for the nine months ended September 30, 1995 and 1994, respectively.

Response's depreciation and amortization expense for the quarter ended 
September 30, 1995 decreased $137,000 or 26% when compared to the quarter 
ended September 30, 1994.  The expense decreased $350,000 or 22% between the 
nine months ended September 30, 1994 and 1995.  The decrease is primarily 
attributable to the startup costs of many Centers being fully amortized after 
a two-year operational period.

Response's provision for doubtful accounts decreased $72,000 or 11% and 
$188,000 or 10% between the quarters and nine months ended September 30, 1995 
and 1994, respectively.  The provision as a percentage of revenue was 5% for 
the quarter and nine months ended September 30, 1995 and 6% and 7% for the 
quarter and nine months ended September 30, 1994.  The decrease is 
attributable to a higher proportion of contracted patient accounts, improved 
collections performance and an increase in revenues from physician sales, 
hospital management fees, and contract research for which collection is more 
certain.

Response's tax net operating loss carryforwards were utilized to fully offset 
current year taxable income.  Response's increased 1995 net earnings created 
the changes in Seafield's minority interests allocations in the consolidated 
statements of operations.

LabOne has offered clinical laboratory services to the healthcare industry 
since May 1994 to aid in the diagnosis and treatment of patients.  LabOne has 
entered into contracts with several professional organizations nationwide to 
serve as approved service centers for the collection of specimens for 
testing.  In June 1994, LabOne became accredited by the Substance Abuse and 
Mental Health Services Administration (SAMHSA) to perform substance-abuse 
testing services for federally regulated employers.  The substance-abuse 
testing services are marketed throughout the country to both regulated and 
nonregulated employers.

Through its laboratory benefit management (LBM) program, LabOne has developed 
Lab Card (registered trademark) to reduce the total cost of out patient 
laboratory testing by as much as 50 percent.  By using Lab Card, patients 
incur no out-of-pocket expenses for outpatient lab work, and their employers 
save substantially against their current lab expenditures.  The Lab Card 
Program is being marketed to insurance carriers, as well as to self-insured 
and partially-insured companies and other organizations.

LabOne's clinical and substance-abuse testing revenues increased to $1.3 
million in third quarter 1995 from $146,000 in the third quarter of 1994.  
Clinical and substance-abuse testing revenues in the first nine months of 
1995 were $3.1 million, an increase of $2.9 million from 1994's first nine 
months. LabOne's cost of sales for clinical and substance-abuse testing 
during the third quarter 1995 were $2.2 million, as compared to approximately 
$600,000 in the same quarter 1994.  Cost of sales for clinical and substance 
abuse testing during 1995's first nine months were $6.3 million compared with 
$1.8 million in 1994's first nine months.

LabOne's selling, general and administrative expenses on clinical and 
substance-abuse testing during the third quarter of 1995 were $1.2 million, 
as compared to $800,000 in the third quarter 1994. The selling, general and 
administrative expenses on clinical and substance abuse testing during the 
first nine months of 1995 were $3.2 million, as compared to $2.3 million in 
1994's first nine months.

Another healthcare subsidiary, Pyramid Diagnostic Services, Inc. (Pyramid), 
reported a third quarter 1995 loss of $291,000 compared to $119,000 in 1994's 
third quarter.  For the first nine months, Pyramid reported a $768,000 loss 
in 1995 and a $227,000 loss in 1994.

Pyramid entered bankruptcy proceedings in early October 1995 as a result of 
an adverse $6 million judgment entered in a lawsuit against Pyramid.  The 
impact on Seafield's results of operations was the September 30, 1995, write-
off of Seafield's investment in Pyramid by recording a pre-tax expense of 
approximately $3.3 million and a corresponding tax benefit of $2.1 million 
resulting in an after-tax $1.2 million third quarter charge to earnings.  
Included with the Pyramid write-off was $2.3 million of goodwill.


Other Operating Results

The "other revenue" includes oil and gas operations revenues and the revenues 
by a real estate, personal property, sales and use tax consulting subsidiary, 
Tenenbaum and Associates, Inc. (TAI).

On May 31, 1995, TAI entered into a sale of certain assets to Ernst & Young 
U. S. LLP.  The agreement provides for Ernst & Young to continue the work-in-
process on current accounts (where formal or informal protests have been 
filed but not yet resolved).  Ernst & Young will earn a fee for collecting 
the current accounts and will participate in net cash collected on certain 
accounts after third party costs and Ernst & Young's fees.  TAI retained its  
accounts receivable as of May 31, 1995.  During June, TAI distributed its 
assets to shareholders and filed for dissolution.

The TAI impact on "other income" in Seafield's results of operations was a 
$3.4 million pre-tax loss in 1995's second quarter which included a $3.1 
million goodwill write-off.  Approximately $4 million of tax benefits were 
recorded as goodwill was deducted for tax purposes upon TAI's dissolution.  
The accounts received upon dissolution approximated Seafield's $3 million 
carrying value of TAI.  Thus far, Seafield has collected a net $1.4 million 
in cash from the TAI receivables.

Additionally, the dissolution eliminated TAI's revenues from the "other 
revenues" line during 1995's third quarter compared to revenues of $1.7 
million included in 1994's third quarter.  The dissolution reduced the nine 
months revenues consolidated for TAI from $6.5 million in 1994 to $5.3 
million in 1995.  Correspondingly, TAI expenses were eliminated in 1995's 
third quarter results.  The 1994 third quarter results included $2.3 million 
of TAI expenses. The nine month expenses were reduced to $4.1 million from $7 
million in 1994.  TAI's contribution to consolidated earnings from operations 
was zero in 1995's third quarter, a loss of $556,000 in 1994's third quarter, 
earnings of $1.2 million in 1995's first nine months and a loss of $529,000 
in 1994's first nine months.  As the work-in-process accounts progress to a 
billable state (protests are resolved), additional revenues and corresponding 
costs will then be recorded on Seafield's financial statements.

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.  
Investments produced a $238,000 loss in 1995's third quarter compared to 
earnings of $828,000 in last year's third quarter.  Seafield's quarterly 
earnings can be significantly affected by fluctuations in security prices.  A 
$1.5 million fluctuation loss created the third quarter 1995 loss.  Whereas, 
the 1995 nine months investment income approximated 1994's nine months 
earnings amount of $3.1 million.

Seafield has investments in two majority-owned entities that are publicly 
traded, LabOne and Response.  At September 30, 1995, based on the market 
prices of publicly-traded shares of these two subsidiaries, pretax unrealized 
gains of approximately $127 million on these investments were not reflected 
in either Seafield's book value or stockholders' equity.


Provision for Income Taxes

During the first nine months of 1995, Seafield's effective tax rate was 
impacted by tax losses created on the dispositions of three consolidated 
companies previously discussed.  The dispositions generated current and 
deferred tax benefits of approximately $4.1 million.  Additionally, the third 
quarter write-off of Seafield's investment in Pyramid generated a deferred 
tax benefit of $2.1 million.  Deferred taxes are not ordinarily recorded for 
the book amortization of goodwill, and therefore, tax benefits were generated 
in the year of disposition.

Also impacting the effective rate was the usage by Response of tax net 
operating loss carryforwards offsetting current year's taxable income.

Third quarter activities generated a $3.5 million tax benefit.  Of this 
amount, $2.1 million was the deferred tax benefit on Pyramid and 
approximately $600,000 on the sale of IUS.


Real Estate-discontinued operations

After reviewing sales activity and appraisals in 1992, Seafield believed it 
was an appropriate time to discontinue real estate operations and sell the 
remaining real estate assets as soon as practicable.  As a result of the 
decision to discontinue real estate, a $6 million after-tax provision for 
estimated write-downs and costs through final disposition was included in 
1992's financial statements. An additional $2.9 million after-tax loss 
provision was recorded in the fourth quarter of 1994.  Seafield holds real 
estate through a wholly-owned subsidiary, Scout Development Corporation.  The 
real estate holdings are diverse in location and include residential land, 
undeveloped land, single-family housing and commercial structures.

Real estate generated revenues of $2.9 million during 1995's third quarter 
compared to $3 million in last year's third quarter.  Revenues during 1995's 
first nine months were $8.5 compared to $7.8 million in 1994's first nine 
months.  The real estate is presented in the financial statements as a 
discontinued operation.  Therefore, the real estate revenues and expenses are 
not included in the results of operations.

Sales during the first nine months of 1995 include 2 commercial parcels in 
Kansas, a partnership interest in commercial property in Colorado, 1 
commercial parcel, 1 residential lot and 120 acres in Texas, 1 commercial 
parcel in Missouri, and 15 residential lots and units in Florida and New 
Mexico.  The nine month 1994 sales included 2 residential lots in Texas, 1 
commercial property in California and 35 residential lots and units in 
Florida and New Mexico.

Listed below is the status of the discontinued real estate operations as of 
November 1, 1995:

Land:
     North Ft. Worth, TX     120 acres sold, 585 contract pending, 149 listed
     West Ft. Worth, TX      212 acres listed for sale
     Houston, TX             1 acre sold, 30 lots sold, 370 acres and 37 lots
                               listed for sale
     Olathe, Ks              4 acres sold, 17.5 acres listed for sale
     Tulsa, OK               12 acres listed for sale

Land Lease:
     Honolulu, HI            sold
     San Diego, CA           sold
     Nashville, TN           sold

Commercial:
     Reno, NV                contract pending
     Denver, Co              sold
     Gillette, WY            listed

Residential:
     Juno, FL                last 2 units to be completed within 60 days,
                               listed for sale
     Juno, FL                last unit completed and 10 marina slips, listed
     Santa Fe, NM            last 23 units to be completed within 90 days,
                               listed with 11 of 63 units under contract
     Mazatlan, Mexico        final sales remittance received in October

The net real estate asset amounts are influenced from period to period by 
several factors.  In addition to seasonal sales cycles for projects in 
Florida and New Mexico, a decision at the end of 1993 to accelerate the 
build-out of the New Mexico project, and to a lesser degree the timing of the 
construction on the final three houses in Florida, resulted in a net increase 
in real estate assets during 1995's first nine months.  The accelerated 
build-out will substantially be completed soon after year's end.  While 
Seafield is currently holding preliminary talks with several potential 
purchasers for the New Mexico project, it is more likely that the final 63 
units will be sold individually.

The net real estate asset amount did not vary greatly during 1995's third 
quarter.  However, October activities have decreased the net asset amount to 
approximately $50 million, the balance at December 31, 1994.


FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES

On September 30, 1995, at the holding company level, Seafield had available 
for operations approximately $34 million in cash and short-term investments 
with an additional $5.7 million in long-term securities.  On a consolidated 
basis, Seafield and its subsidiaries (primarily LabOne with $39 million) had 
$78 million in cash and short-term investments.  Current assets totaled 
$123.1 million while current liabilities totaled approximately $14 million.

Net cash used by operations during 1995's first nine months totaled $456,000 
compared with $15.4 million provided in 1994's first nine months.  The 
decrease primarily reflects Seafield's cash received on liquidation of a $13 
million partnership investment portfolio during 1994.  These decreases are 
reported as funds provided by operations beginning in 1994.  Other less 
material items impacting the change in funds used/provided include changes in 
accounts receivable, accounts payable, income taxes, deprecation, 
amortization and earnings applicable to minority interests.

In 1994, Seafield acquired 382,350 Seafield shares for $13 million.  At June 
30, 1995, the company had no remaining authorization for the purchase of 
Seafield shares.  During 1995's first nine months, treasury stock issued for 
exercised options and awards totaled 82,256 shares.

In 1990, Seafield's board of directors authorized up to $20 million for the 
acquisition of LabOne common stock.  In 1993, Seafield's board of directors 
approved an additional $5 million for the purchase of LabOne stock.  In 1995, 
Seafield did not acquire any shares of LabOne stock.  At September 30, 1995, 
the remaining aggregate authorization totals $7.7 million.

Seafield is primarily a holding company.  Sources of cash have been 
investment income, 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 have 
been investments, subsidiary stock purchases and dividends to shareholders.

In addition to producing $11.1 million in net proceeds, the sales of APR and 
IUS, the dissolution of TAI and the write-off of the Pyramid investment 
impacted several line item amounts in Seafield's consolidated balance sheet.  
Approximately $9.8 million of APR, IUS and Pyramid accounts and notes 
receivable (primarily APR with $8.l million) reflected in the December 31, 
1994 balance sheet were not consolidated at September 30, 1995.  The actual 
change from December 1994 to September 1995 reflects the above mentioned $9.8 
million offset by $2.2 million increase in Response's accounts and notes 
receivable.

The decrease in other current assets on the balance sheets principally 
reflects TAI's decreases and reclassifications.  The $3.2 million reduction 
in property, plant and equipment is attributable to $1.9 million on APR, IUS, 
Pyramid and TAI with the remaining decrease associated with normal 
depreciation by LabOne, Response and Seafield.

The $8.7 million decrease in intangible assets on the balance sheets reflects 
$7.6 million of goodwill associated with IUS, Pyramid and TAI at December 31, 
1994.  Approximately $1.5 million of goodwill was amortized during 1995 prior 
to sales or dissolution with the $6.1 million remaining charged to expense or 
basis at the time that APR, IUS, Pyramid and TAI left the consolidated group.

Consolidated notes payable, both current and long-term, decreased to zero at 
September 30, 1995 from $2.8 million at December 31, 1994, primarily as a 
result of TAI's 1995 note payments on liabilities that Seafield consolidated 
at year's end.  The decreases during 1995 in the other current and long-term 
liabilities result from the sales or dissolution of APR, IUS Pyramid and TAI. 
The 1995 decrease in the securitization of receivables in the investing 
activities resulted from the APR sale.

During 1992, Seafield received proposed adjustments from the Internal Revenue 
Service (IRS) with respect to 1986-87 federal income taxes.  Seafield 
protested these adjustments during 1992.  Later, the IRS determined to 
include the 1988-90 tax periods as part of its review.  The original amount 
of additional taxes proposed by the IRS was approximately $17 million for the 
1986-87 period.  In May 1995, the IRS issued a revised 1986-87 adjustment 
report reducing the original amount of proposed taxes to $13.5 million.  Two-
thirds of the proposed adjustments relate to formerly owned television 
subsidiaries.  In September 1995, this new 1986-87 report was protested.

In June 1995, the IRS issued its 1988-89 report which includes reversals of 
some additional taxes in the 1986-87 report.  The amount of additional 
proposed taxes for 1988-89 is now $182,000 (having originally been 
approximately $6 million). In September 1995, the 1988-89 report was also 
protested.

The IRS may issue its proposed tax adjustments for 1990 by the end of 1995.  
Three preliminary proposed adjustments for 1990 totaling $7.4 million in 
additional taxes have been received.  Two of the adjustments reflect 
reversals of prior years' adjustments.  The third constitutes an attempt by 
the IRS to tax the gain on an intercompany transfer of LabOne stock.  The IRS 
has used this proposed adjustment to deny Seafield's uncontested 1990 net 
operating and net capital loss carryback claim for refund of $7.6 million.  
The effect is to propose a reduction in net taxes for 1990 of approximately 
$196,000, including the refund.

Seafield believes that it has meritorious defenses to many of the issues 
raised by the IRS, has or will timely file protests and that the financial 
statements contain adequate accruals for income tax liabilities.

In 1988, LabOne's board of directors authorized up to $25 million to enter 
the market from time to time for the purpose of acquiring shares of LabOne's 
common stock.  As of September 30, 1995, LabOne had acquired 2,099,235 shares 
at a total cost of $22.7 million.  There were no treasury stock purchased 
during 1995.

LabOne paid quarterly dividends during 1994 and the first, second and third 
quarters of 1995.  As an 82% owner, Seafield received $5.8 million of cash as 
dividends from LabOne in 1995.  LabOne's working capital position decreased 
by $2.6 million to $46 million at September 30, 1995, from $48.6 million at 
December 31, 1994.  This decrease was primarily due to dividends paid and 
capital additions exceeding LabOne's cash provided by operations. LabOne 
expects to fund operations, capital additions and future dividend payments 
from a combination of cash reserves and cash flow from operations. 

LabOne had no borrowings during 1995 and an unsecured $1 million line of 
credit at prime rate of approximately 8.75%, that may be used for general 
corporate purposes.  During 1995's third quarter, LabOne invested $700,000 in 
additional property, plant, and equipment.

Response's working capital at September 30, 1995 was $14.4 million with 
current assets of $20.3 million and current liabilities of $5.8 million.  
Cash and cash equivalents and short-term investments represent $3.6 million 
of Response's current assets.  Response has a $2.5 million revolving bank 
line of credit, secured by eligible accounts receivable, bearing interest at 
the bank's prime rate plus one percent, or 9.75% at September 30, 1995.  The 
line, which expires April 1, 1996, is expected to be renewed for additional 
one-year terms.  Response had no borrowings under its line of credit at 
September 30,, 1995.

Response had no material commitments for capital expenditures at September 
30, 1995. Response believes that its cash and capital resources, together 
with available credit facilities, will be sufficient to finance current 
operations and anticipated expansion of its network of IMPACT Centers.

Subsequent to September 30, 1995, Response engaged Smith Barney, Inc. to 
assist in the development of a physician practice acquisition and management 
strategy, including the development of financing alternatives for such 
contemplated acquisitions.  Response has entered into a letter of intent to 
purchase and manage the assets of a leading oncology-hematology practice, and 
expects that further acquisitions will be forthcoming.  However, there are no 
assurances that Response will successfully consummate the acquisition of this 
or any additional practices.  Response is currently evaluating means of 
optimally financing these acquisitions, and it is contemplated that such 
acquisitions will be financed through combinations of cash, debt, and equity. 
Accordingly, Response will evaluate possible offerings of its common stock in 
public or private markets as means of raising additional equity capital.

On November 1, 1995, an amendment to Response's charter was approved at a 
Special Meeting of Shareholders decreasing the number of authorized shares 
from 60,000,000 shares, $.002 par value, to 30,000,000 shares, $.01 par 
value, with a corresponding reclassification to which each issued and 
outstanding share will be reclassified, converted and changed into one-fifth 
(1/5) of an issued and outstanding share.  The amendment became effective 
November 2, 1995.  The number of shares of Common Stock outstanding prior to 
the one-for-five reverse split was 34,934,615.

In February 1995, Seafield retained Alex. Brown and Sons Incorporated as 
financial advisor to assist Seafield in considering strategic alternatives to 
maximize shareholder value.  One alternative that Seafield expects to pursue 
is a cash-option merger of Seafield into LabOne.  The board of directors will 
consider other business combination proposals that are presented to it.  
There can be no assurances that either a merger with LabOne or any other 
business combination will occur.


NEW ACCOUNTING STANDARDS

Statements of Financial Accounting Standards No. 114 "Accounting by Creditors 
for Impairment of a Loan" and No. 118 "Accounting by Creditors for Impairment 
of a Loan - Income Recognition and Disclosures" have been implemented for the 
year ending December 31, 1995.  The adoption of this standard has had no 
significant impact on the Registrant's financial position or results of 
operations.

Statement of Financial Accounting Standards No. 121 "Accounting for the 
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of" 
is required to be implemented for fiscal years beginning after December 15, 
1995.  The Registrant has not ascertained the impact, if any, on its 
financial position or results of operations.

Statement of Financial Accounting Standards No. 123 "Accounting for Stock-
Based Compensation" is required to be implemented for fiscal years beginning 
after December 31, 1995.  The adoption of this standard is not expected to 
have any significant impact on the Registrant'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

A lawsuit was initiated in 1986 by the Registrant's former insurance 
subsidiary, Business Men's Assurance Company of America (BMA), against 
Skidmore, Owings & Merrill (SOM), an architectural and engineering firm, and 
a construction firm (with which a settlement has previously been reached) to 
recover costs incurred to remove and replace the facade on the former home 
office building.  The lawsuit was filed in and is pending before the Circuit 
Court (i.e. state trial court) of Jackson County, Missouri.  Because the 
costs had been incurred prior to any discussions regarding a sale of the 
insurance subsidiary, Registrant negotiated with the buyer for an assignment 
of the cause of action from the insurance subsidiary. Thus, any recovery 
will be for the benefit of the Registrant and all costs incurred in 
connection with the litigation will be paid by the Registrant.  Any ultimate 
recovery will be recognized as income when received and would be subject to 
income taxes.  In September 1993, the Missouri Court of Appeals reversed a 
$5.7 million judgment granted in 1992 in favor of the Registrant; the Court 
of Appeals set aside $1.7 million of the judgment and remanded the balance 
of 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.  A 
date for the retrial has not been set.  Legal costs to date have aggregated 
approximately $427,000.  Any ultimate recovery will be reduced by amounts 
received previously on settlements with other defendants (which settlement 
amounts aggregated approximately $450,000).

In 1988, a lawsuit was initiated against the Registrant's former insurance 
subsidiary, BMA, by its former partners in the Quail Run real estate project 
in Santa Fe, New Mexico.  The lawsuit was filed in the United States 
District Court for the District of New Mexico by Lyon Development Company 
and Jeanne Lyon, DBA Lyon and Associates Realty.  The plaintiffs alleged 
that the project partnership agreement was improperly terminated, thus 
denying them an ongoing interest in the project, and the loss of their 
exclusive real estate brokerage arrangement.  The plaintiffs were seeking 
approximately $11 million in actual damages and unspecified punitive damages 
based upon alleged breaches of contract and fiduciary duty and economic 
compulsion.  After a trial in July 1994, the jury returned a verdict 
absolving Registrant of any liability.  Subsequent to the trial, the judge 
awarded Registrant approximately $250,000 in connection with marketing 
expenses which the plaintiffs were to have repaid.  In April 1995, the Court 
awarded Registrant approximately $64,000 in legal costs with interest until 
paid.  Plaintiffs have appealed all judgments against them; the appeal is 
pending before the United States Court of Appeals for the Tenth Circuit.  
The plaintiffs' request for oral arguments in their appeal was denied.  The 
Court will decide the appeal on the briefs alone and a decision is expected 
by the end of 1995.  Because the Quail Run project was retained by 
Registrant in connection with the sale of its former insurance subsidiary, 
Registrant defended the lawsuit under an indemnification arrangement with 
the purchaser of the former insurance subsidiary; all legal fees and costs 
incurred (approximately $3.5 million from inception through September 30, 
1995) and any judgments rendered in favor of the plaintiff will be for the 
account of the Registrant.

In the opinion of management, after consultation with legal counsel and 
based upon current available information, none of these lawsuits is expected 
to have a material adverse impact on the consolidated financial position or 
results of operations of the Registrant.

During 1992, Seafield received proposed adjustments from the Internal 
Revenue Service (IRS) with respect to 1986-87 federal income taxes.  
Seafield protested these adjustments during 1992.  Later, the IRS determined 
to include the 1988-90 tax periods as part of its review.  The original 
amount of additional taxes proposed by the IRS was approximately $17 million 
for the 1986-87 period.  In May 1995, the IRS issued a revised 1986-87 
adjustment report reducing the original amount of proposed taxes to $13.5 
million.  Two-thirds of the proposed adjustments relate to formerly owned 
television subsidiaries.  In September 1995, this new 1986-87 report was 
protested.

In June 1995, the IRS issued its 1988-89 report which includes reversals of 
some additional taxes in the 1986-87 report.  The amount of additional 
proposed taxes for 1988-89 is now $182,000 (having originally been 
approximately $6 million). In September 1995, the 1988-89 report was also 
protested.

The IRS may issue its proposed tax adjustments for 1990 by the end of 1995.  
Three preliminary proposed adjustments for 1990 totaling $7.4 million in 
additional taxes have been received.  Two of the adjustments reflect 
reversals of prior years' adjustments.  The third constitutes an attempt by 
the IRS to tax the gain on an intercompany transfer of LabOne stock.  The 
IRS has used this proposed adjustment to deny Seafield's uncontested 1990 
net operating and net capital loss carryback claim for refund of $7.6 
million.  The effect is to propose a reduction in net taxes for 1990 of 
approximately $196,000, including the refund.

Seafield believes that it has meritorious defenses to many of the issues 
raised by the IRS, has or will timely file protests and that the financial 
statements contain adequate accruals for income tax liabilities.

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 
September 30, 1995 the net assets of Seafield Capital Corporation exceeded 
its stated capital by $188,210,000.


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 with the Commission on 
October 30, 1995.  This Form 8-K reported that the Registrant issued a news 
release on October 23, 1995 and on October 24, 1995.

The text of the October 23, 1995 news release is as follows:  "Seafield 
Capital Corporation's 59% owned subsidiary, Response Technologies, Inc., 
today announced plans to effect a one-for-five reverse stock split of its 
common stock; delist its common stock from the American Stock Exchange 
(Amex: RTK) and begin trading on the Nasdaq National Market under the symbol 
ROIX beginning November 3, 1995; and change its name from "Response 
Technologies, Inc." to "Response Oncology, Inc."  The aforementioned reverse 
stock split and name change are contingent upon approval by a majority of 
shareholders at a Special Meeting of Shareholders to be held on November 1, 
1995.  In addition, Response announced that it has retained Smith Barney 
Inc. to assist in the development of a physician practice acquisition and 
management strategy, including the development of financing alternatives for 
such contemplated acquisitions.

Response's reverse stock split and the move to the Nasdaq National Market 
helps to better position the company with respect to the capital markets.  
The name change to Response Oncology reflects the focus of the company.  
More importantly, Response is very excited by the prospects of expanding 
relationships with some of its oncologists in the high dose chemotherapy 
programs to include acquisition and management of their practices.  
Response's data collection, analysis and outcomes reporting relative to 
advanced cancer therapies provides a natural segue into information 
management of the full spectrum of cancer care.  These disease management 
capabilities will provide a significant competitive advantage to its groups 
in winning managed care contracts.  Response currently has entered into a 
letter of intent to purchase and manage the assets of Oncology Hematology 
Group of South Florida, a leading oncology-hematology practice, and expects 
that further acquisitions will be forthcoming.  Response is currently 
evaluating means of optimally financing these acquisitions, and it is 
contemplated that such acquisitions will be financed through combinations of 
cash, debt and equity.  However, there are no assurances that Response will 
successfully consummate the acquisitions of this one or any additional 
practices.  Response has relationships with over 300 oncologists in 21 
states through its stem cell program, presenting an entre to several 
potential acquisition relationships.

The common stock of Response Technologies, Inc. is currently traded on the 
American Stock Exchange (AMEX) under the symbol RTK.  On October 26, 1995, 
the common stock will begin trading on the Nasdaq National Market under the 
symbol ROIX.  Effective November 2, 1995 (subject to shareholder approval), 
the common stock will trade under the symbol ROIXD for an interim period to 
denote occurrence of the one-for-five reverse stock split."

The text of the October 23, 1995 news release is as follows:  "Seafield 
Capital Corporation's 82% owned subsidiary, LabOne, Inc., today announced 
that Bert Hood has resigned his position as chairman, president and chief 
executive officer of LabOne.  Hood plans to pursue other business interests. 
W. Thomas Grant II, chairman of the board and chief executive officer of 
Seafield, will fill the vacancies left by Hood.

Thomas J. Hespe, who recently joined LabOne as Executive Vice President of 
Sales, will head the company's Lab Card (trademark) sales efforts.
The Lab Card Program provides outpatient laboratory services to self-funded
employers and insurance companies nationwide.  LabOne's Lab Card Program,
representing over a quarter million lives, is gaining widespread recognition
as an innovative new carve-out benefit for the health care industry.

LabOne will release third quarter 1995 results in about a week.  LabOne 
estimates that net earnings per share for the third quarter 1995 will be 
approximately $0.02.  Net earnings for the third quarter 1994 were also 
$0.02.  During the third quarter 1995, operating income was reduced by a 
previously announced, one-time expense of $0.5 million, or $0.03 per share.  
During the third quarter 1994, LabOne incurred a restructuring charge of 
$1.6 million, or $0.08 per share.

LabOne operates a centralized laboratory in the Kansas City area which 
markets clinical, substance-abuse and insurance laboratory services 
nationwide.

Seafield also will release consolidated third quarter 1995 results in about 
a week."



                                  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 November 13, 1995               By  /s/  James R. Seward
                                        ----------------------------    
                                        James R. Seward
                                        Executive Vice President
                                        and Chief Financial Officer


Date November 13, 1995               By  /s/  Steven K. Fitzwater
                                        ----------------------------
                                        Steven K. Fitzwater
                                        Vice President, Chief Accounting
                                        Officer and Secretary