AMENDED

			SECURITIES AND EXCHANGE COMMISSION

				WASHINGTON, D.C. 20549

			___________________________________________

						FORM 10-K/A

		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. Employee 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 requirements
for at least the past 90 days. Yes(x) No ( )

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (229.405 of this chapter) is not contained herein,
and will not be contained, to the best of the registrant's knowledge,
in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K.

At October 1, 1994, the Registrant had approximately 13,557,661 shares
of Common Stock outstanding.  The aggregate market value of Common Stock
held by non-affiliates was approximately $176,249,593.

              DOCUMENTS INCORPORATED HEREIN BY REFERENCE
Portions of the Registrant's Annual Report to Shareholders for the year
ended July 31, 1994, which has been furnished to the Commission pursuant
to Regulation 240.14a(3)(c) are incorporated by reference into Parts I 
and II of this Report on Form 10-K.  Portions of the Proxy Statement to 
be used in connection with the solicitation of proxies to be voted at 
the Registrant's annual meeting of shareholders to be held November 22,
1994, which will be filed with the Commission pursuant to Regulation
240.14a(6)(c) prior to October 27, 1994, are incorporated by reference
into Part III and Part IV of this Report on Form 10-K.
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