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:  September 3, 1996



                         Seafield Capital Corporation             
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter)

       Missouri                   0-16946                   43-1039532
     -----------------------------------------------------------------
     (State of other     (Commission File Number)        (IRS Employer
     jurisdiction of                                    Identification
     incorporation)                                         Number)


     2600 Grand Ave.  Suite 500
     P. O. Box 410949
     Kansas City,  MO                                        64141
     -----------------------------------------------------------------
     (Address of principal executive offices)              (Zip code)


                               (816)  842-7000           
     -----------------------------------------------------------------
            (Registrant's telephone number, including area code)





Item 2. Acquisition or Disposition of Assets.

     On September 3, 1996, the Registrant's 58% owned subsidiary, 
Response Oncology, Inc. (Response), acquired (the "Transaction") from 
Alfred M. Kalman, M.D. and Abraham Rosenberg, M.D. (the "Sellers") 100% 
of the outstanding common stock (the "Acquired Stock") of Rosenberg & 
Kalman, M.D., P.A. (the "Acquired Business"). The total consideration 
(the "Purchase Price") paid for the Acquired Stock was approximately 
$8.1 million in cash and $1.9 million in Response's unsecured, 
subordinated promissory notes payable on or before August 30, 2001.  The 
Notes may, at the election of the holders, be paid in shares of Response 
Common Stock based on a price equal to 110% of the lesser of $12.50 per share
or the average closing price per Share on The Nasdaq Stock Market's National 
Market for the ten trading days immediately preceding the Closing Date.  
The issuance and delivery of Response common stock in full or partial 
payment of the Note have not been registered under the Securities Act of 
1933 in reliance upon an exemption from such registration.

     The Acquired Stock was purchased by Response directly from the 
Sellers.  At the time of the Transaction, neither Seller had a material 
relationship with Response.  The assets of the Acquired Business include 
medical equipment, accounts receivable, office furnishings and fixtures, 
rights under a certain lease for certain office space, employee base and 
expertise, know-how in respect of business management of a medical  
oncology and hematology practice, computer systems, accounting 
books and records and other intangible assets.  Such assets were 
historically used in the conduct by the Acquired Business of a group 
medical practice in the medical oncology and hematology specialty.

     Simultaneous with the consummation of the Transaction, a newly-
formed professional association wholly owned by the Sellers and formed 
to continue the group medical practice theretofore conducted by the 
Sellers (the "New PA") entered into a long-term management services 
agreement (the "Service Agreement") with Response providing for the 
management by Response of the non-medical aspects of the practice 
thereafter conducted by the New PA.  Pursuant to the Service Agreement, 
Response will manage the non-medical aspects of the New PA's business 
and will permit the New PA to use office space, equipment and other 
assets owned or leased by Response in exchange for an agreed-upon 
management fee.

     The cash portion of the Purchase Price was provided from the 
proceeds of a draw on Response's unsecured acquisition credit facility 
provided through a syndicate of commercial banks led by NationsBank of 
Tennessee, N.A.  Borrowings under such facility bear interest at a rate 
equal to LIBOR plus 2 5/8%, and are payable on or before May 31, 1998.

     The Registrant has exchanged its $10 million loan to Response for
an equity investment in the form of 909,090 shares of common stock, $.01
par value per share.


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

It is impracticable for the Registrant to provide with this Current 
Report the interim financial statements for the Acquired Business 
required to be filed pursuant to Rule 3-05 of Regulation S-X and pro 
forma financial information required to be filed pursuant to Article 11 
of Regulation S-X because all such financial statements and information 
are presently not available.  Such financial statements and pro forma 
financial information shall be filed as soon as they become available, 
but in any event no later than November 15, 1996.

     (c)  Exhibits

          10(a)  Form of the Stock Purchase Agreement among Response 
Oncology, Inc., Alfred M. Kalman, M.D. and Abraham Rosenberg, M.D. dated 
as of September 1, 1996

          10(b)  Form of the Service Agreement among Response Oncology, 
Inc., Rosenberg & Kalman, M.D., P.A., R&K, M.D., P.A. and Stockholders 
of R&K, M.D., P.A. dated as of September 1, 1996.  Portions of this 
exhibit have been omitted and filed separately by Response with the 
Commission pursuant to a claim for confidential treatment.



                                  SIGNATURES


     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 officer.


                                           Seafield Capital Corporation



     Date:  September 17, 1996             By:  /s/ Steven K. Fitzwater
                                               ---------------------------
                                               Steven K. Fitzwater
                                               Vice President, Chief Accounting
                                               Officer and Secretary
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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:  September 3, 1996

                         Seafield Capital Corporation             
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter)

       Missouri                   0-16946                   43-1039532
     -----------------------------------------------------------------
     (State of other     (Commission File Number)        (IRS Employer
     jurisdiction of                                    Identification
     incorporation)                                         Number)

     2600 Grand Ave.  Suite 500
     P. O. Box 410949
     Kansas City,  MO                                        64141
     -----------------------------------------------------------------
     (Address of principal executive offices)              (Zip code)

                               (816)  842-7000           
     -----------------------------------------------------------------
            (Registrant's telephone number, including area code)

Item 2. Acquisition or Disposition of Assets.

     On September 3, 1996, the Registrant's 58% owned subsidiary, 
Response Oncology, Inc. (Response), acquired (the "Transaction") from 
Alfred M. Kalman, M.D. and Abraham Rosenberg, M.D. (the "Sellers") 100% 
of the outstanding common stock (the "Acquired Stock") of Rosenberg & 
Kalman, M.D., P.A. (the "Acquired Business"). The total consideration 
(the "Purchase Price") paid for the Acquired Stock was approximately 
$8.1 million in cash and $1.9 million in Response's unsecured, 
subordinated promissory notes payable on or before August 30, 2001.  The 
Notes may, at the election of the holders, be paid in shares of Response 
Common Stock based on a price equal to 110% of the lesser of $12.50 per share
or the average closing price per Share on The Nasdaq Stock Market's National 
Market for the ten trading days immediately preceding the Closing Date.  
The issuance and delivery of Response common stock in full or partial 
payment of the Note have not been registered under the Securities Act of 
1933 in reliance upon an exemption from such registration.

     The Acquired Stock was purchased by Response directly from the 
Sellers.  At the time of the Transaction, neither Seller had a material 
relationship with Response.  The assets of the Acquired Business include 
medical equipment, accounts receivable, office furnishings and fixtures, 
rights under a certain lease for certain office space, employee base and 
expertise, know-how in respect of business management of a medical  
oncology and hematology practice, computer systems, accounting 
books and records and other intangible assets.  Such assets were 
historically used in the conduct by the Acquired Business of a group 
medical practice in the medical oncology and hematology specialty.

     Simultaneous with the consummation of the Transaction, a newly-
formed professional association wholly owned by the Sellers and formed 
to continue the group medical practice theretofore conducted by the 
Sellers (the "New PA") entered into a long-term management services 
agreement (the "Service Agreement") with Response providing for the 
management by Response of the non-medical aspects of the practice 
thereafter conducted by the New PA.  Pursuant to the Service Agreement, 
Response will manage the non-medical aspects of the New PA's business 
and will permit the New PA to use office space, equipment and other 
assets owned or leased by Response in exchange for an agreed-upon 
management fee.

     The cash portion of the Purchase Price was provided from the 
proceeds of a draw on Response's unsecured acquisition credit facility 
provided through a syndicate of commercial banks led by NationsBank of 
Tennessee, N.A.  Borrowings under such facility bear interest at a rate 
equal to LIBOR plus 2 5/8%, and are payable on or before May 31, 1998.

     The Registrant has exchanged its $10 million loan to Response for
an equity investment in the form of 909,090 shares of common stock, $.01
par value per share.

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

It is impracticable for the Registrant to provide with this Current 
Report the interim financial statements for the Acquired Business 
required to be filed pursuant to Rule 3-05 of Regulation S-X and pro 
forma financial information required to be filed pursuant to Article 11 
of Regulation S-X because all such financial statements and information 
are presently not available.  Such financial statements and pro forma 
financial information shall be filed as soon as they become available, 
but in any event no later than November 15, 1996.

     (c)  Exhibits

          10(a)  Form of the Stock Purchase Agreement among Response 
Oncology, Inc., Alfred M. Kalman, M.D. and Abraham Rosenberg, M.D. dated 
as of September 1, 1996

          10(b)  Form of the Service Agreement among Response Oncology, 
Inc., Rosenberg & Kalman, M.D., P.A., R&K, M.D., P.A. and Stockholders 
of R&K, M.D., P.A. dated as of September 1, 1996.  Portions of this 
exhibit have been omitted and filed separately by Response with the 
Commission pursuant to a claim for confidential treatment.

                                  SIGNATURES

     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 officer.

                                           Seafield Capital Corporation

     Date:  September 17, 1996             By:  /s/ Steven K. Fitzwater
                                               ---------------------------
                                               Steven K. Fitzwater
                                               Vice President, Chief Accounting
                                               Officer and Secretary