1 EXHIBIT 11.1 CRAWFORD & COMPANY AND SUBSIDIARIES COMPUTATION OF FULLY DILUTED EARNINGS PER SHARE YEAR ENDED DECEMBER 31, 1996 GENERAL INFORMATION: Net income $42,810,215 Weighted average common shares outstanding 51,032,111 Dilutive option shares outstanding at year-end 2,688,867 Option shares outstanding prior to exercise during year 163,520 Average exercise price per outstanding dilutive option share $11.50 Average market price per share $14.43 Year-end market price per share $14.83 Average market price of shares issued upon exercise during year $13.07 COMPUTATIONS: Dilutive option shares outstanding at year-end 2,688,687 Shares repurchased at $14.43 (proceeds of $30,913,329 divided by $14.43) (2,142,135) ----------- Net additional shares issuable 546,732 Dilutive Option shares outstanding from the 1996 Employee Stock Purchase Plan 35,457 Shares repurchased at $14.12 (proceeds of $339,070 divided by $14.42) (23,519) -------- Net additional shares issuable 11,938 Option shares outstanding prior to exercise during year 163,520 Shares repurchased at $13.07 (proceeds of $1,474,477 divided by $13.07) (112,843) --------- Net additional shares issued 50,677 Contingently issuable shares related to convertible notes payable issued November 30, 1994 809,730 Weighted average common shares outstanding 51,032,111 ---------- Adjusted shares outstanding 52,451,188 ========== FULLY DILUTED EARNINGS PER SHARE: Net income ($42,810,215 divided by 52,451,188) $0.82 PERCENTAGE DILUTION: Net income ($.02 divided by $0.84) 2.38% =====