1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

Annual Report Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934(Fee Required)

For the fiscal year ended December 31, 1995 Commission file number 33-20417

________________Capital Directions, Inc.______________
(Exact name of registrant as specified in its charter)

___________MICHIGAN____________ ________________38-2781737_____________
(State of other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)

322 South Jefferson St., Mason, Michigan 48854-0130
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (517) 676-0500

Securities registered pursuant to Section 12(b) of the act: ______None____

Securities registered pursuant to Section 12(g) of the act: ______None____

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 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_____

Indicate by check mark if disclosure of delinquent filers pursuant to item 405
of Registration S-K is not contained herein, and will not be contained, to the
best of 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. [x]

The registrant estimates that as of March 20, 1996, the aggregate market value
of the voting stock held by non-affiliates of the registrant was approximately
$9,198,576. This is based on a market price of $36.00 per share for the
Registrant's stock.

As of March 20, 1996, the registrant had outstanding 297,428 shares of common
stock having a par value of $5 per share.

DOCUMENTS INCORPORATED BY REFERENCE

Annual Report to Shareholders for the Year Ended December 31, 1995
(Form 10-K, Part I, Part II, Part III, and Part IV)

Proxy Statement for the Annual Meeting of Shareholders to be held
April 25, 1996 (Form 10-K, Part III)
2
PART I
Item 1. Business

Capital Directions, Inc. (the "Registrant") is a one-bank holding company
registered under the Bank Holding Company Act of 1956, as amended. The
Registrant was incorporated on August 11, 1987 and formed for the purpose of
enabling Mason State Bank (the "Bank") to form a one-bank holding company and
engage in any other related activity allowed. Mason State Bank was consolidated
with Mason Bank on July 22, 1988, thereby causing Mason State Bank to become a
wholly-owned subsidiary of the Registrant.
Mason State Bank purchased Lakeside Insurance Services, Inc. in 1994 to
take advantage of the expanded insurance powers granted to Banks in 1994.
Lakeside is licensed in Michigan to sell life insurance and variable annuity
contracts.
Monex Financial Services, Inc., commenced operations in October 1988 as a
wholly-owned subsidiary of the Registrant. Monex Financial Services, Inc. is a
Michigan corporation which was capitalized with 50,000 shares of $1.00 par
value common stock.
Regulatory approval to engage in providing tax planning and preparation
services, consumer counseling services, and investment broker-dealer services
was granted in 1992. The Registrant offers these services under non-banking de
novo subsidiaries of Monex Financial Services, Inc. These subsidiaries enable
it to sell a greater number of products and receive additional fee income.
The Registrant has no substantial assets except the investment in Mason
State Bank. The Registrant and its primary subsidiary, Mason State Bank,
operate in the banking industry, which accounts for substantially all of their
assets, revenues and operating income. Further discussion of the operations of
the Registrant and its subsidiaries is discussed under "Management's Discussion
and Analysis of Financial Condition and Results of Operations" in The 1995
Annual Report to the Shareholders, incorporated herein by reference. The
Registrant's primary competition is substantially the same as Mason State
Bank's as discussed below.
The Bank was organized in 1886 under the laws of Michigan and is subject
to the Michigan Banking Code of 1969. It is insured by the Bank Insurance Fund
through the Federal Deposit Insurance Corporation. The Bank is regulated by
the Michigan Financial Institutions Bureau and the Federal Deposit Insurance
Corporation. The Registrant is regulated by the Federal Reserve Board. The
Bank's principal office is located at 322 South Jefferson Street, Mason,
Michigan. It also operates a branch at 661 North Cedar Street, Mason, Michigan.
The Registrant is also supervised and regulated by The Federal Reserve Board.
Banking services are provided to individuals, businesses, local, state and
federal governmental units and institutional customers located in Mason and the
surrounding areas. Services include demand deposits, savings and time
deposits, collections, cash management, night depositories and personal,
installment, commercial and real estate loans. The Bank offers a credit card
program affiliated with the Visa and MasterCharge Inter-Bank charge card
system.
The Bank maintains a correspondent relationship with several of the major
banks in the Detroit area and elsewhere, in order to provide for the clearance
of checks, the transfer of funds, the periodic purchase and sale of Federal
funds, and participation in large loans which would be beyond the Bank's legal
lending limit if made by the Bank alone.
The Bank has full and part-time employees (40 full-time equivalents) and
owns its main office and bank premises. The Bank operates primarily within
Ingham County. Competing with the Bank in Ingham County are several other
commercial banks and financial institutions, some of which have significantly
greater total resources than the Bank.

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ITEM 1. BUSINESS-STATISTICAL DISCLOSURE
I.(A) DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS' EQUITY;
(B) INTEREST RATES AND INTEREST DIFFERENTIAL
The following table sets forth average balances for major categories of
interest earning assets and interest bearing liabilities, the interest earned
(on a fully taxable equivalent basis) or paid on such amounts, and average
interest rates earned or paid thereon.

1995 1994
----------------------- -----------------------
Average Yield/ Average Yield/
Balance Interest Rate Balance Interest Rate
------- -------- ------ ------- -------- ------
ASSETS (Dollars in Thousands)
- ------

Loans,
including fees(1).... $51,111 $ 4,683 9.16% $48,724 $ 4,207 8.63%
Taxable investment
securities........... 11,331 702 6.20 12,569 676 5.38
Non-taxable investment
securities(2)........ 5,329 388 7.28 6,359 494 7.77
Federal funds sold.... 1,692 99 5.85 1,175 53 4.51
------- ------- ------- -------
Total Interest
Earning Assets....... 69,463 5,872 8.45 68,827 5,430 7.89
------- ------- ------- -------

Cash and due
from banks........... 2,754 3,200
Other assets, net..... 2,783 2,884
Total Non-interest ------- -------
Earning Assets...... 5,537 6,084
------- -------
Total Assets....... $75,000 $74,911
======= =======
LIABILITIES
- -----------
Interest bearing
demand deposits...... $11,258 260 2.31 $10,236 207 2.02
Savings............... 10,881 340 3.12 11,810 320 2.71
Time deposits under
$100,000............. 28,539 1,501 5.26 31,382 1,487 4.74
Time deposits over
$100,000............. 5,731 292 5.10 4,191 96 2.29
Other borrowings...... 817 48 5.88 455 25 5.49
Total Interest ------- ------- ------- -------
Bearing Liabilities. 57,226 2,441 4.27 58,074 2,135 3.68
------- ------- ------- -------
Demand deposits....... 8,473 8,275
Other Liabilities..... 1,042 1,110
Shareholders' equity.. 8,259 7,452
Total Non-interest ------- -------
Bearing Liabilities
and Equity.......... 17,774 16,837
Total liabilities ------- -------
and Equity......... $75,000 $74,911
======= =======
Net Interest Income... $ 3,431 $ 3,295
======= =======
Net Yield on Interest
Earning Assets(2).... 4.94% 4.79%

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4
ITEM 1. BUSINESS (Continued)
DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS' EQUITY
INTEREST RATES AND INTEREST DIFFERENTIAL (Continued)

(1) Average balances for loans include non-accrual loans. The inclusion of
non-accrual loans and fees does not have a material effect on either
the average balance or the average interest rate.

(2) Interest on non-taxable investment securities is reflected on a fully
tax equivalent basis using an effective tax rate of 34% for 1995 and
1994.

I.(C) INTEREST RATES AND DIFFERENTIAL
The following table summarizes the changes in interest income (on a fully
taxable equivalent basis) and interest expense resulting from changes in volume
and changes in rates:

1995 Over 1994 1994 Over 1993
------------------------ ------------------------
Volume(1) Rate(1) Total Volume(1) Rate(1) Total
-------- ------ ----- -------- ------ -----

Interest Income

Loans............... $ 190 $286 $ 476 $ 21 $ (82) $ (61)
Taxable investment
securities......... (83) 109 29 (221) (6) (227)
Non-taxable invest-
ment securities(2). (76) (30) (106) 12 0 12
Federal funds sold.. 23 23 46 (17) 24 7
Total Interest ----- ---- ----- ----- ----- -----
Income........... 54 388 442 (205) (64) (269)
----- ---- ----- ----- ----- -----

Interest Expense

Interest bearing
demand............. 24 29 53 (182) (54) (236)
Savings............. (25) 45 20 (34) 4 (30)
Time deposits under
$100,000........... (135) 149 14 62 (162) (100)
Time deposit over
$100,000........... 79 117 196 20 (2) 18
Other Borrowings.... 21 2 23 19 2 21
----- ---- ----- ----- ----- -----
Total Interest
Expense.......... (36) 342 306 (115) (212) (327)
----- ---- ----- ----- ----- -----

Net Interest Income.. $ 90 $ 46 $136 $ (90) $148 $ 58
===== ==== ==== ===== ==== ====

(1) The change in interest due to both volume and rate has been
allocated to volume and rate changes in proportion to the relationship of
the absolute dollar amounts of the change in each.

(2) Interest on tax-exempt investment securities is based on a fully
taxable equivalent basis.

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5

ITEM 1. BUSINESS (Continued)
II. INVESTMENT PORTFOLIO

(A) A table of carrying values of the investment portfolio as of December
31, 1995 and 1994 is set forth in Note 3 on pages 21 and 22 of the 1995
Annual Report to Shareholders. Such information is incorporated herein by
reference.

(B) The following table shows the relative maturities and weighted
yields of investment securities at December 31, 1995:
(in thousands)

Held-to-Maturity

1 Year 1 Year - 5 Years - After
or less 5 Years 10 Years 10 Years
------------- ------------- ------------- -------------
Amount Yield Amount Yield Amount Yield Amount Yield
------ ----- ------ ----- ------ ----- ------ -----

U.S. Government
Agencies....(2) $1,329 7.86% $ 583 7.13% $263 7.97%

States and
Political
Subdivisions
Non-taxable(1) 915 6.31 2,523 6.57 $2,172 6.90 $ 20 10.08%
(2)
Collateralized
Mortgage
Obligations.(2) 62 6.68 53 6.69 115 6.76%
------ ------ ------ ----
Total......... $2,306 7.21% $3,159 6.68% $2,172 6.90% $398 7.22%
====== ====== ====== ====

Available-for-Sale

U.S. Government
Agencies....(2) $ 499 4.54% $2,134 5.89% $ 845 6.52%

Corporate & Equity
Securities..(2) 2,132 5.54% 2,046 5.97%
------ ------ -----
Total......... $2,631 5.35% $4,180 5.93% $ 845 6.52%
====== ====== =====

(1) Weighted average yield adjusted to a taxable equivalent basis using a
federal income tax rate of 34 percent.

(2) Mortgage Backed Securities, Collateralized Mortgage Obligations, and
Corporate & Equity Securities, as reflected in the above schedules,
consider anticipated pre-payments and calls.

(C) The Registrant held no investment securities of a single issuer,
except U.S. Government and Agency Securities, in an amount greater than ten
percent of shareholders' equity as of December 31, 1995.

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6

ITEM 1. BUSINESS (Continued)
III. LOAN PORTFOLIO

(A) A table of loans outstanding as of December 31, 1995 and 1994 is
set forth in Note 4 on page 22 of the 1995 Annual Report to Shareholders.
Such information is incorporated herein by reference.

The loan portfolio is systematically reviewed and the results reported to
the Board of Directors of the Registrant. The purpose of these reviews is to
assist in assuring proper loan documentation, to provide for the early
identification of potential problem loans and to help ensure the adequacy of
the allowance for loan losses.

(B) The following table sets forth the remaining maturity of total
loans outstanding (excluding real estate mortgages, installment and lease
financing) at December 31, 1995, according to scheduled repayments of principal
(in thousands) and considering the banks "rollover policy." (1)

1 Year 1 Year- After
or less 5 Years 5 Years Total
-------- -------- -------- -------

Commercial and Agricultural. $ 1,405 $ 2,493 $ 1,971 $ 5,869
Real estate-construction.... 1,685 1,685
------- ------- ------- -------
Total..................... $ 3,090 $ 2,493 $ 1,971 $ 7,554
======= ======= ======= =======

The following table sets forth loans due after one year which have
predetermined interest rates and/or adjustable interest rates at December 31,
1995. (in thousands)

Fixed Adjustable
Rate Rate Total
------- ------- -------

Due after one but within five years. $ 748 $ 1,745 $ 2,493
Due after five years................ 1,971 -- 1,971
------- ------- -------
Total............................. $ 2,719 $ 1,745 $ 4,464
======= ======= =======

(1) The "rollover policy" is to generally write the terms of these loans for a
shorter time than the expected payments. The purpose of this is to
re-evaluate the term and credit of the respective borrower. We estimate
that this happens on approximately 80% of these borrowings and is
reflected as such in the schedule.

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7

ITEM 1 BUSINESS (Continued)
III. LOAN PORTFOLIO (Continued)

(C)(1) Nonaccrual, Past Due, Impaired and Restructured Loans

A table and discussion of nonaccrual, past due, impaired and
restructured loans for the years ended December 31, 1995 and 1994 is in
"Management's Discussion and Analysis of Financial Condition and Results
of Operations" on pages 10 and 11 under Provision and Allowance for Loan
Losses, Note 1 under "Interest Income on Loans" and "Allowance for loan
losses" on page 18 and 19 and in Note 5 on page 23 in the 1995 Annual
Report to the Shareholders. Such information is incorporated herein by
reference.

Gross interest income that would have been recorded in 1995 if
the loans had been current in accordance with their original terms and
outstanding throughout the period or since origination was $1,903. No
income was included in interest income on these in 1995.

(2) There are no material loans that are current as to which management has
serious doubts as to the ability of the borrower to comply with the loan
repayment terms, or which are expected to need adjustments in their
repayment terms, or which are believed to require additional provisions
for loan losses.

(3) There were no foreign outstandings as of December 31, 1995 and 1994.

(4) There were no concentrations of loans exceeding 10% of total loans which
have not been already disclosed as a category at December 31, 1995.

(D)
As of December 31, 1995, there were no other interest-bearing
assets that would be required to be disclosed under Item III, Parts
(C)(1) or (C)(2) of the Loan Portfolio listing if such assets were
loans.

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8

ITEM 1 BUSINESS
IV. SUMMARY OF LOAN LOSS EXPERIENCE

(A) The following table sets forth loan allowance balances and summarizes the
changes in the allowance for loan losses for each of the two years ended
December 31: (in thousands)

1995 1994
------- -------

Balance, beginning of period... $ 792 $ 756
------- -------
Loans charged off
Commercial and Agricultural... 5 -
Real estate-construction...... - -
Real estate-mortgages......... - -
Lease financing............... - -
Installment and Others........ 35 49
------- -------
Total........................ 40 49
------- -------

Recoveries of loans charged off
Commercial and Agricultural... 4 3
Real estate-construction...... - -
Real estate-mortgages......... - -
Lease financing............... - -
Installment and Others........ 46 57
------- -------
Total........................ 50 60
------- -------

Net Charge Offs (Recoveries)... (10) (11)

Additions charged to operations 193 25
------- -------

Balance at end of period....... $ 995 $ 792
======= =======

Average gross loans outstanding $51,111 $48,724
======= =======

Percent of net charge offs
(recoveries) during the
period to average gross
loans outstanding............. (0.02)% (0.02)%
==== ====

Further discussion of the provision and allowance for loan losses as well
as non-performing and impaired loans is presented in "Management's Discussion
and Analysis of Financial Condition and Results of Operations" on pages 10 and
11, Note 1 on page 18 and 19 and Note 5 on page 23 in The 1995 Annual Report to
the Shareholders, incorporated herein by reference.

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9

ITEM 1 BUSINESS
IV. SUMMARY OF LOAN LOSS EXPERIENCE (Continued)
(B) The following table presents an allocation of the allowance for
loan losses to the various loan categories at December 31: (in
thousands)

1995 1994
--------------------- ---------------------
% of % of
Allowance Loans to Allowance Loans to
Amount Total Loans Amount Total Loans
--------- ----------- --------- -----------

Commercial and Agricultural $ 63 11.81% $ 103 12.82%
Real estate-construction... - 3.39 - .37
Real estate-mortgages...... 5 72.96 - 75.19
Installment and Others..... 82 11.84 23 11.62
Unallocated................ 845 666
-------- ------ ------- ------
Total..................... $ 995 100.00% $ 792 100.00%
======== ====== ======= ======

All the allowance allocations above were deemed by management to be amounts
reasonably necessary to provide for the possibility of future losses being
incurred in the various loan categories.

V. DEPOSITS

The following table sets forth average deposit balances and the weighted
average rate paid for each of the two years ended December 31:
(in thousands)

1995 1994
--------------- ---------------
Average Average
Balance Rate Balance Rate
-------- ---- -------- ----

Non Interest-bearing Demand Deposits... $ 8,473 $ 8,275
Interest-bearing demand deposits....... 11,258 2.31% 10,236 2.02%
Savings................................ 10,881 3.12 11,810 2.71
Time deposits under $100,000........... 28,539 5.26 31,382 4.74
Time deposits of $100,000 or more...... 5,731 5.10 4,191 2.29
------- -------
Total................................. $64,882 3.69% $65,894 3.20%
======= =======

The following table summarizes time deposits in amounts of $100,000 or more
by time remaining until maturity as of December 31, 1995.
(in thousands)

Three months or less.............. $ 3,866
Over three through six months..... 566
Over six months through one year..
Over one year..................... 2,109
--------
Total............................ $ 6,541
========

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ITEM 1 BUSINESS
VI RETURN ON EQUITY AND ASSETS

The following table presents the ratios indicated for the years ended
December 31:

1995 1994
----- -----

Net income to average total assets.................... 1.40% 1.24%
Net income to average shareholders' equity............ 12.71 12.48
Cash dividend payout ratio............................ 29.46 31.95
Average shareholders' equity to average total assets.. 11.01 9.94

VII SHORT TERM BORROWINGS - Not applicable

ITEM 2 PROPERTIES

The Bank owns the land on which the Bank's main office is located; the
land measures 85' by 170' and bears the municipal address of 322 South
Jefferson Street, Mason, Michigan. The permanent building, also owned by Mason
State Bank has approximately 6,800 square feet, including banking facilities,
storage and personnel lounge areas. This brick structure was built in the mid
1800's and has gone through several remodelings the last one being in 1986 and
is in good general condition. Part of the property is occupied by a parking
area with spaces to accommodate 20 vehicles; part is occupied by two drive-in
banking stations.
The Bank also owns the land used as a Branch Office; the land measures
368' by 297' and bears the municipal address of 661 North Cedar Street, Mason,
Michigan. The permanent building, built in the 1960's, also owned by Mason
State Bank measures approximately 2,400 square feet, including banking
facilities, storage and personnel lounge areas. This building is also in good
condition. Part of the property is occupied by a parking area with spaces to
accommodate 24 vehicles; part is occupied by 4 drive-in banking stations.
The Registrant and its other wholly owned subsidiary, Monex Financial
Services Inc., operates its business at the same address as Mason State Banks'
main office. As of March 20, 1996, the Registrant owned no properties.
There are no liens or mortgages on the above mentioned properties.

ITEM 3 LEGAL PROCEEDINGS

There are no material pending legal proceedings to which the Registrant or
its subsidiaries is a party or to which any of its property is subject, except
for proceedings which arise in the ordinary course of business. In the opinion
of management, pending legal proceedings will not have a material effect on the
consolidated financial statements of the Registrant or its subsidiaries.

ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not Applicable

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11

ADDITIONAL ITEM - EXECUTIVE OFFICERS

Executive officers of the Registrant are appointed annually by the Board
of Directors at the meeting of Directors following the Annual Meeting of
Shareholders. There are no family relationships among these officers and/or
Directors of the Registrant nor any arrangement or understanding between any
officer and any other person pursuant to which the officer was elected.

The following sets forth certain information with respect to the
Registrant's executive Officers and Directors as of December 31, 1995.

Position with First elected as an
Name(Age) Registrant officer of the registrant
- --------- --------------- -------------------------

Douglas W. Dancer (55) Chairman 1994

Gerald Ambrose (46) Vice Chairman 1994

Timothy P. Gaylord (41) President and 1995
C.E.O.

Terry Shultis (59) Senior Management 1988
Advisor

George A. Sullivan (63) Secretary 1988

Robert G. Kennedy (49) Treasurer 1988

Mr. Dancer is a Director of the registrant, Chairman of the Board of
Directors of Mason State Bank and is a Director of Monex Financial Services,
Inc.

Mr. Ambrose is a Director of the registrant, Vice Chairman of the Board of
Directors of Mason State Bank and is a Director of Monex Financial Services,
Inc.

Mr. Shultis is a Director of the registrant and Senior Management Advisor
of the registrant, Mason State Bank and Monex Financial Services, Inc.

Mr. Gaylord is a Director of the registrant, President and Chief Executive
Officer of Mason State Bank.

Mr. Sullivan is a Director of the registrant, Secretary of the Board of
Directors of Mason State Bank and a Director of Monex Financial Services, Inc.

Mr. Kennedy is the Controller-Cashier of Mason State Bank and an Officer
of Monex Financial Services, Inc.

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12

PART II

The information called for by the items within this part is included in
the Capital Directions, Inc. Annual Report to Shareholders for the year ended
December 31, 1995, and is incorporated herein by reference, as follows:

Pages in 1995
Annual Report
-------------

Item 5. Market for Registrant's Common Stock
and Related Stockholder Matters................ 9

Item 6. Selected Financial Data........................ 8

Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations.. 9 - 13

Item 8. Financial Statements and Supplementary Data.... 14 - 29

Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure......... None

PART III

The information called for by the items within this part is included in
the Capital Directions, Inc. 1995 Proxy Statement, dated March 22, 1996, and is
incorporated herein by reference, as follows:

Pages in 1995
Proxy Statement
---------------

Item 10. Directors and Executive Officers of
the Registrant............................... 3 - 4
(In addition, reference is made to additional
item under Part I of this Form 10-K report on
page 10.)

Item 11. Executive Compensation....................... 4 - 6

Item 12. Security Ownership of Certain Beneficial
Owners and Management........................ 2 - 3

Item 13. Certain Relationships
and Related Transactions..................... 7

The information appearing in the Corporation's Proxy Statement and
in Note 4 on page 22 of the Notes to Consolidated Financial Statements
of the 1995 Annual Report to Shareholders is incorporated herein by
reference in response to this item.

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13

PART IV

ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a) The following documents are filed as part of this report:
1. The following consolidated financial statements of Capital Directions,
Inc. included in the 1995 Annual Report to Shareholders for the year
ended December 31, 1995, are incorporated herein by reference in item 8:

Pages in 1995
Annual Report
-------------

Consolidated balance sheets -
December 31, 1995 and 1994....................... 14
Consolidated statements of income for the years
ended December 31, 1995, 1994, and 1993.......... 15
Consolidated statements of cash flows for the
years ended December 31, 1995, 1994, and 1993.... 16
Consolidated statements of changes in shareholders'
equity for the years ended December 31, 1995,
1994 and 1993.................................... 17
Notes to consolidated financial statements........ 17 - 28
Report of Independent Auditor..................... 29

2. Financial Statement Schedules

Not applicable

3. Exhibits

(3a) Articles of Incorporation and (3b) Bylaws (previously filed as
Exhibits included in Capital Directions, Inc.'s Registration
Statement Amendment No. 1 to Form S-4, No. 33-20417, Dated March
17, 1988).

(10) Material Contracts
(a) Incentive Compensation Plan (previously filed as Exhibits
included in Capital Directions, Inc.'s 1988 10-K report dated
March 29, 1989 and the 1993 10-K report dated March 29, 1994).
(b) Directors Deferred Compensation Plan (previously filed
as Exhibits included in Capital Directions, Inc.'s 1988 10-K
report dated March 29, 1989).
(c) Supplementary Executive Retirement Plan (previously filed as
Exhibits included in Capital Directions, Inc.'s 1988 10-K
report dated March 29, 1989).

(13) Annual Report to Shareholders for the year ended December 31, 1995
(filed herewith).

(22) Subsidiaries of registrant (previously filed as Exhibits included
in Capital Directions, Inc.'s 1988 10-K report dated March 29,
1989).

(b) Reports on Form 8-K

No reports on Form 8-K were filed during the last quarter of the year
covered by this report.

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14

SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) 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, on March 20, 1996.

CAPITAL DIRECTIONS, INC.

/s/ Timothy P. Gaylord Timothy P. Gaylord
- --------------------------------(President and Chief Executive Officer)

/s/ Robert G. Kennedy Robert G. Kennedy
- --------------------------------(Treasurer)

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been duly signed by the following persons in the
capacities indicated on March 20, 1996.

/s/ Doug Dancer Doug Dancer
- --------------------------------Chairman of Board of Directors

Gerald Ambrose
- --------------------------------Vice Chairman of Board of Directors

/s/ George Sullivan George Sullivan
- --------------------------------Secretary of Board of Directors

/s/ Timothy P. Gaylord Timothy P. Gaylord
- --------------------------------President and Chief Executive Officer

Terry Shultis
- --------------------------------Senior Management Advisor

/s/ Marvin Oesterle Marvin Oesterle
- --------------------------------Director

/s/ Glenn Doran Glenn Doran Ph.D.
- --------------------------------Director

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15

INDEX_TO_EXHIBITS

The following exhibits are filed or incorporated by reference as part of this
report:

EXHIBIT
NO. PAGE
- ------- ----

3(A) Articles of Incorporation of the Registrant as currently in effect and

of the Registrants' form S-4 Registration Statement dated March 17, 1988
No. 33-20417).

3(B) Bylaws of the Registrant as currently in effect and any amendments
thereto (Incorporated herein by reference to exhibit 3(B) of the
Registrants' form S-4 Registration statement dated March 17, 1988 No.
33-20417).

10(A) Incentive Compensation Plan (Incorporated herein by reference to exhibit
10(A) to Registrants' Report on Form 10-K for the year ended December 31,
1988 and December 31, 1993 [1988 and 1993 10-K Report]).

10(B) Directors Deferred Compensation Plan (Incorporated herein by
reference to exhibit 10(B) to Registrants' Report on Form 10-K for the
year ended December 31, 1988 [1988 10-K Report]).

10(C) Supplementary Executive Retirement Plan (Incorporated herein by
reference to exhibit 10(C) to Registrants' Report on Form 10-K for the
year ended December 31, 1988 [1988 10-K Report]).

13 Annual Report to Shareholders for the year ended December 31,
1995 (filed herewith). 15 - 46

22 List of Subsidiaries (Incorporated herein by reference to exhibit 22 to
Registrants' Report on Form 10-K for the year ended December 31, 1988
[1988 10-K Report]).

27 Financial Data Schedule - for EDGAR filer

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