AMENDED

			SECURITIES AND EXCHANGE COMMISSION

				WASHINGTON, D.C. 20549

			___________________________________________

						FORM 10K

		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF

			THE SECURITIES EXCHANGE ACT OF 1934

		          FOR THE FISCAL YEAR ENDED JULY 31, 1994

				COMMISSION FILE NO. 1-9015

			___________________________________________

					MORGAN KEEGAN, INC.

			(Exact name of Registrant as specified in its charter)

		_________________________________________________________

	Tennessee							62-1153850

(State or other jurisdiction of				(I.R.S. Employer
Identification No.)

incorporation or organization)

Fifty Front Street

Memphis, Tennessee

38103

		Registrant's telephone number, including area code: (901)
524-4100

	________________________________________________________________
 ___

	Title of each class				Name of each exchange on which registered

Common Stock, $.625 par value				New York Stock Exchange, Inc.

		Securities registered pursuant to Section 12 (g) of the Art

			Common Stock, par value $.625 per share

						(Title of Class)

	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