SECURITIES AND EXCHANGE COMMISSION
                                
                     Washington, D.C. 20549
                                
                           __________
                                
                           FORM 10-Q/A
                Amendment No. 1 to Current Report
                                
                      
   /X/  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934
                                
              For the quarter ended March 31, 1998
                                
                               or
                                
                                
   / /  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934
                                
                                
                                
                  Commission file number 1-8186
                                
                                
                    Dain Rauscher Corporation
                                
     (Exact name of registrant as specified in its charter)
                                
             DELAWARE                           41-1228350
 (State or other jurisdiction of   (IRS Employer Identification Number)
  incorporation of organization)


Dain Rauscher Plaza, 60 South Sixth Street
      Minneapolis, Minnesota                    55402-4422
(Address of principal executive offices)        (Zip Code)

Registrant's telephone number, including area code (612) 371-2711
                                
                                
      Indicate by check mark whether the registrant (1) has filed
all  reports required to be filed by Section 13 or 15(d)  of  the
Securities  Exchange Act of 1934 during the preceding  12  months
(or  for such shorter period that the registrant was required  to
file  such  reports),  and (2) has been subject  to  such  filing
requirements for the past 90 days.

                         Yes    X     No

As of April 30, 1998, the Company had 12,383,313 shares of common
                       stock outstanding.
                                
                                

     The  undersigned registrant, Dain Rauscher Corporation  (the
"Company"), hereby amends exhibits filed with its Current  Report
on  Form  10-Q  for the quarter ended March 31,  1998  (initially
filed with the Commission on May 15, 1998) as indicated in Item 6
below.



                   PART II - OTHER INFORMATION
                                
                                
ITEM 6. EXHIBITS

(a) Exhibits

  Item No.          Item                              Method of Filing

   4     Amended  and Restated Credit Agreement       Filed herewith.
         dated March  20, 1998.

   4.1   Restated Certificate of Incorporation of     Filed herewith.
         the Company,  as amended to date.                

  10     Employment Agreement  dated  March 31, 1998  Filed herewith.*
         between the Company and Kenneth J. Wessels.

  11     Computation of Net Earnings Per Share.       Filed herewith.*

  27     Financial Data Schedule  (3 months ended     Filed herewith.*
         March 31, 1998).

  27.1   Financial Data Schedule  (Year ended         Filed herewith.
         December 31, 1996; 3 months ended March 31,
         1997; 6 months ended June 30, 1997;  9  months
         ended September 30, 1997).

  27.2   Financial Data Schedule  (Year ended         Filed herewith.
         December 31, 1995; 3 months ended March 31,
         1996; 6 months ended June 30, 1996;  9  months
         ended September 30, 1996).

  99     Cautionary Statements for Purposes of the    Filed herewith.
         "Safe  Harbor" Provisions of the Private      
         Securities Litigation Reform Act of 1995.

*  Refers  to original Form 10-Q for the quarter ended March  31,
1998 filed on May 15, 1998.



                           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.



                                          DAIN RAUSCHER CORPORATION
                                                  Registrant



Date: May 27, 1998                By          David J. Parrin
                                     -------------------------------
                                              David J. Parrin
                                           Senior Vice President
                                              and Controller
                                      (Principal Accounting Officer)



                    DAIN RAUSCHER CORPORATION
      INDEX OF EXHIBITS TO QUARTERLY REPORT ON FORM 10-Q/A
                FOR QUARTER ENDED MARCH 31, 1998


(a) Exhibits

 Item No.          Item                               Method of Filing

   4       Amended and Restated Credit Agreement      Filed herewith.
           dated  March  20, 1998.

   4.1     Restated Certificate of Incorporation      Filed herewith.
           of the Company,  as amended to date.

  10       Employment Agreement dated March 31, 1998  Filed herewith.*
           between the Company and Kenneth J. Wessels.

  11       Computation of Net Earnings Per Share.     Filed herewith.*

  27       Financial Data Schedule  (3 months ended   Filed herewith.*
           March 31, 1998).

  27.1     Financial Data Schedule  (Year ended       Filed herewith.
           December 31, 1996; 3 months ended March 31,
           1997; 6 months ended June 30, 1997; 9 months
           ended September 30, 1997).

  27.2     Financial Data Schedule  (Year ended       Filed herewith.
           December 31, 1995; 3 months ended March 31,
           1996; 6 months ended June 30, 1996; 9 months
           ended September 30, 1996).

  99       Cautionary Statements for Purposes of the  Filed herewith.
           "Safe  Harbor" Provisions of the Private          
           Securities Litigation Reform Act of 1995.

*  Refers  to original Form 10-Q for the quarter ended March  31,
1998 filed on May 15, 1998.