SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                            FORM 8-K
                                
                         CURRENT REPORT
             Pursuant to Section 13 or 15(d) of the
                 Securities Exchange Act of 1934
                                
Date of Report (Date of earliest event reported): March 31, 1998
                                
                                
                    DAIN RAUSCHER CORPORATION
                    -------------------------
     (Exact name of registrant as specified in its charter)

                                 
        Delaware                   1-8186          41-1228350
        --------                   ------          ----------
(State or other jurisdiction (Commission file) (IRS employer
     of incorporation)                        identification No.)

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

Registrant's telephone number, including area code: (612)371-7750

                         Not Applicable
                         --------------
(Former name or former address, if changed since last report)

<PAGE>

Item 2. Acquisition or Disposition of Assets.

(a)  On March 31, 1998, pursuant to an Agreement and Plan of
     Merger, dated as of February 8, 1998 (the "Merger
     Agreement") among Dain Rauscher Corporation ("DRC"), Dain
     Rauscher Incorporated, a wholly owned subsidiary of DRC
     ("DRI"), DRI Buyer Sub, LLC, a wholly owned subsidiary of
     DRI ("Buyer Sub"), Wessels, Arnold & Henderson Group, L.L.C.
     ("WAH Group") and Wessels, Arnold & Henderson, L.L.C.
     ("WAH"), Buyer Sub and WAH Group were merged with and into
     WAH (the "Merger") and WAH became a wholly owned subsidiary
     of DRI.  On April 6, 1998 WAH was merged with and into DRI
     and ceased to exist as a separate entity.  The description
     of the Merger Agreement contained herein is qualified in its
     entirety by reference to the Merger Agreement, which is
     attached hereto as Exhibit 2.1 and is incorporated herein
     by reference.  The Merger Consideration was negotiated at
     arms' length by the parties to the Merger Agreement.  Prior
     the to Merger, the holders of limited liability company
     interests in WAH Group and WAH were not affiliated with
     DRC, DRI or Buyer Sub .  The Merger will be accounted for
     as a purchase.  The total consideration payable to the
     holders of outstanding limited liability company interests
     of WAH Group and WAH (except for interests of WAH held by
     WAH Group, which were canceled) consisted of $120 million
     in cash and $30 million aggregate principal amount in five-
     year zero coupon subordinated debentures of DRC
     (collectively, the "Merger Consideration").  The cash used
     in the transaction came from the following sources:  $80
     million from a subordinated loan by and between DRI, as
     borrower, and U.S. Bank National Association, Norwest Bank
     Minnesota, N.A., The Chase Manhattan Bank and The Bank of
     New York, as lenders; and $40 million from internally
     generated sources.

(b)  The assets of WAH Group and WAH consist primarily of cash,
     accounts receivable, securities inventory, prepaid expenses
     and other current assets, property and equipment and
     investments in affiliates.  WAH utilized its assets to
     provide a comprehensive range of investment banking and
     institutional equity sales, trading and research services.
     DRI intends to use the assets of WAH's business
     substantially as previously used.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(a)  Financial Statements of Business Acquired

     The required combined financial statements of WAH Group
     and WAH are not included in this Current Report on Form
     8-K.  These combined financial statements will be
     provided in an amendment to this Current Report on Form
     8-K as soon as practicable, but not later than June 14,
     1998.

(b)  Pro Forma Financial Information

     The required pro forma combined financial information
     relative to the acquisition of WAH Group and WAH is not
     included in this Current Report on Form 8-K. The pro
     forma combined financial information will be provided in
     an amendment to this Current Report on Form 8-K as soon
     as practicable, but not later than June 14, 1998.

(c)  Exhibits

Exhibit No.  Description
-----------  -----------
  2.1        Agreement and Plan of Merger, dated
             February 8, 1998 among Dain Rauscher
             Corporation, Dain Rauscher Incorporated
             and Wessels, Arnold & Henderson Group,
             L.L.C. and Wessels, Arnold & Henderson, LLC.

  4.1        Form of Dain Rauscher Corporation
             Subordinated Debenture

  4.2        Form of Dain Rauscher Corporation Stock
             Option Agreement

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 hereunto duly authorized.

Date:  April 15, 1998     DAIN RAUSCHER CORPORATION
       --------------
                          By:  John C. Appel
                               -----------------------------------------
                               John C. Appel
                               Vice Chairman and Chief Financial Officer


                         INDEX TO EXHIBITS

Exhibit
Number   Item
------   ----

2.1      Agreement and Plan of Merger, dated February 8,
         1998 among Dain Rauscher Corporation, Dain Rauscher
         Incorporated and Wessels, Arnold & Henderson Group,
         L.L.C. and Wessels, Arnold & Henderson, L.L.C.

4.1     Form of Dain Rauscher Corporation Subordinated
        Debenture

4.2     Form of Dain Rauscher Corporation Stock Option
        Agreement
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 6082}]
{"company-data": {"conformed-name": "DAIN RAUSCHER CORP", "cik": "0000050916", "assigned-sic": "6211", "irs-number": "411228350", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-08186", "film-number": "98594295"}, "business-address": {"street1": "DAIN BOSWORTH PLAZA", "street2": "60 SOUTH SIXTH ST", "city": "MINNEAPOLIS", "state": "MN", "zip": "55402", "phone": "6123717750"}, "former-company": [{"former-conformed-name": "INTERRA FINANCIAL INC", "date-changed": "19970210"}, {"former-conformed-name": "INTER REGIONAL FINANCIAL GROUP INC", "date-changed": "19920703"}, {"former-conformed-name": "DAIN KALMAN & CO INC", "date-changed": "19680207"}]}
SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                            FORM 8-K
                                
                         CURRENT REPORT
             Pursuant to Section 13 or 15(d) of the
                 Securities Exchange Act of 1934
                                
Date of Report (Date of earliest event reported): March 31, 1998
                                
                                
                    DAIN RAUSCHER CORPORATION
                    -------------------------
     (Exact name of registrant as specified in its charter)

                                 
        Delaware                   1-8186          41-1228350
        --------                   ------          ----------
(State or other jurisdiction (Commission file) (IRS employer
     of incorporation)                        identification No.)

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

Registrant's telephone number, including area code: (612)371-7750

                         Not Applicable
                         --------------
(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets.

(a)  On March 31, 1998, pursuant to an Agreement and Plan of
     Merger, dated as of February 8, 1998 (the "Merger
     Agreement") among Dain Rauscher Corporation ("DRC"), Dain
     Rauscher Incorporated, a wholly owned subsidiary of DRC
     ("DRI"), DRI Buyer Sub, LLC, a wholly owned subsidiary of
     DRI ("Buyer Sub"), Wessels, Arnold & Henderson Group, L.L.C.
     ("WAH Group") and Wessels, Arnold & Henderson, L.L.C.
     ("WAH"), Buyer Sub and WAH Group were merged with and into
     WAH (the "Merger") and WAH became a wholly owned subsidiary
     of DRI.  On April 6, 1998 WAH was merged with and into DRI
     and ceased to exist as a separate entity.  The description
     of the Merger Agreement contained herein is qualified in its
     entirety by reference to the Merger Agreement, which is
     attached hereto as Exhibit 2.1 and is incorporated herein
     by reference.  The Merger Consideration was negotiated at
     arms' length by the parties to the Merger Agreement.  Prior
     the to Merger, the holders of limited liability company
     interests in WAH Group and WAH were not affiliated with
     DRC, DRI or Buyer Sub .  The Merger will be accounted for
     as a purchase.  The total consideration payable to the
     holders of outstanding limited liability company interests
     of WAH Group and WAH (except for interests of WAH held by
     WAH Group, which were canceled) consisted of $120 million
     in cash and $30 million aggregate principal amount in five-
     year zero coupon subordinated debentures of DRC
     (collectively, the "Merger Consideration").  The cash used
     in the transaction came from the following sources:  $80
     million from a subordinated loan by and between DRI, as
     borrower, and U.S. Bank National Association, Norwest Bank
     Minnesota, N.A., The Chase Manhattan Bank and The Bank of
     New York, as lenders; and $40 million from internally
     generated sources.

(b)  The assets of WAH Group and WAH consist primarily of cash,
     accounts receivable, securities inventory, prepaid expenses
     and other current assets, property and equipment and
     investments in affiliates.  WAH utilized its assets to
     provide a comprehensive range of investment banking and
     institutional equity sales, trading and research services.
     DRI intends to use the assets of WAH's business
     substantially as previously used.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(a)  Financial Statements of Business Acquired

     The required combined financial statements of WAH Group
     and WAH are not included in this Current Report on Form
     8-K.  These combined financial statements will be
     provided in an amendment to this Current Report on Form
     8-K as soon as practicable, but not later than June 14,
     1998.

(b)  Pro Forma Financial Information

     The required pro forma combined financial information
     relative to the acquisition of WAH Group and WAH is not
     included in this Current Report on Form 8-K. The pro
     forma combined financial information will be provided in
     an amendment to this Current Report on Form 8-K as soon
     as practicable, but not later than June 14, 1998.

(c)  Exhibits

Exhibit No.  Description
-----------  -----------
  2.1        Agreement and Plan of Merger, dated
             February 8, 1998 among Dain Rauscher
             Corporation, Dain Rauscher Incorporated
             and Wessels, Arnold & Henderson Group,
             L.L.C. and Wessels, Arnold & Henderson, LLC.

  4.1        Form of Dain Rauscher Corporation
             Subordinated Debenture

  4.2        Form of Dain Rauscher Corporation Stock
             Option Agreement

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 hereunto duly authorized.

Date:  April 15, 1998     DAIN RAUSCHER CORPORATION
       --------------
                          By:  John C. Appel
                               -----------------------------------------
                               John C. Appel
                               Vice Chairman and Chief Financial Officer

                         INDEX TO EXHIBITS

Exhibit
Number   Item
------   ----

2.1      Agreement and Plan of Merger, dated February 8,
         1998 among Dain Rauscher Corporation, Dain Rauscher
         Incorporated and Wessels, Arnold & Henderson Group,
         L.L.C. and Wessels, Arnold & Henderson, L.L.C.

4.1     Form of Dain Rauscher Corporation Subordinated
        Debenture

4.2     Form of Dain Rauscher Corporation Stock Option
        Agreement