As filed with the Securities and Exchange Commission on January
19, 1995

								Registration No.           





SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

                  



FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                    



MORGAN KEEGAN, INC.

(Exact name of registrant as specified in its Charter)

		Tennessee						62-1153850

	(State or other jurisdiction of					(IRS Employer
Identification No.)

	incorporation or organization)



Twenty-First Floor, Morgan Keegan Tower

Fifty Front Street

Memphis, Tennessee 38103

(Address of principal executive offices)



Morgan Keegan, Inc., 1994 Restricted Stock and Stock Option Plan

Morgan Keegan, Inc., 1989 Employee Stock Purchase Plan

(Full title of the plan)



JOSEPH C. WELLER

Secretary

Morgan Keegan, Inc.

Morgan Keegan Tower, Fifty Front Street

Memphis, Tennessee 38103

(901) 524-4140

(Name, Address, including zip code, and telephone number,
including area code, of agent for service)



Copies To:

JOHN A. GOOD

DEBRA E. MCPIPKIN

Baker, Donelson, Bearman & Caldwell

165 Madison Avenue, Suite 2100

Memphis, Tennessee 38103

(901) 526-2000



CALCULATION OF REGISTRATION FEE

 Title of Securities to be Registered 	 Amount to be Registered
	Proposed Maximum Offering Price  Per Share 	Proposed Maximum
Aggregate Offering Price 	 Amount of Registration Fee 

Common Stock, par value $.625 per share 	 2,000,000 	 $12.375
(1) 	 $24,750,000 	 $8,534.48 

Plan Interests(2) 	Indeterminate 	 	 	 



_______________________________

(1)  Based on the last sales price of the Common Stock on
January 16, 1995, as reported on the New York Stock Exchange
Consolidated Tape, pursuant to Rule 457(h).  The Plan provides
for the purchase of Common Stock at the fair market value on the
dates of grants of options under the Plan, which prices are
presently indeterminable.

(2) In addition, pursuant to Rule 416(c) under the Securities
Act of 1933, this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant
to the employee benefits plan described herein.



Pursuant to Rule 462 of the 1933 Act, the Registration Statement
on Form S-8 shall be effective upon filing with the Commission.

<PAGE>

THIS DOCUMENT, TOGETHER WITH DOCUMENTS REFERRED TO HEREIN AND
INCORPORATED HEREIN BY REFERENCE, CONSTITUTES A PROSPECTUS
COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933.





PROSPECTUS





MORGAN KEEGAN, INC.

Twenty-First Floor, Morgan Keegan Tower

Fifty Front Street

Memphis, Tennessee 38103

(901) 524-4100



Morgan Keegan, Inc. 1994 Restricted Stock and Stock Option Plan

Morgan Keegan, Inc. 1989 Employee Stock Purchase Plan



2,000,000 Shares of Common Stock, $.625 par value





This Prospectus relates to 2,000,000 shares (the "Shares") of
the Common Stock, $.625 par value, of Morgan Keegan, Inc., a
Tennessee corporation (the "Company"), which may be issued from
time to time by the Company to eligible officers and employees
of the Company and its subsidiaries pursuant to the 1989 Morgan
Keegan, Inc. Employee Stock  Purchase Plan (the "1989 Plan") and
to holders of stock options and restricted stock awards granted
or to be granted by the Company to selected officers and key
employees of the Company and any subsidiary of the Company
pursuant to the Morgan Keegan, Inc. 1994 Restricted Stock and
Stock Option Plan (the "1994 Plan").  The employees of the
Company and all its subsidiaries entitled to participate in the
1989 Plan are referred to herein collectively as "Employees" and
individually as "Employee,"  and holders of stock options and
restricted stock awards granted or to be granted under the 1994
Plan (the "Awards") are referred to herein as "Participants." 
Each offer made under the 1994 Plan pursuant to this Prospectus
is made at the price and on the terms and conditions contained
in the Award Agreements entered into between the Company and
each Participant.



The issued and outstanding Common Stock of the Company is traded
on the New York Stock Exchange.  Shares of the Common Stock
which may be issued upon exercise of Awards granted or to be
granted under the 1994 Plan, will also be traded on the New York
Stock Exchange.  On January 16, 1995, the last reported sales
price of the Common Stock on the New York Stock Exchange
Consolidated Tape was $12.375 per share.



THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

















The date of this Prospectus is January 17, 1995.

<PAGE>

No person has been authorized to give any information or to make
any representation not contained in this Prospectus, and, if
given or made, such or representation must not be relied upon as
having been authorized or made by the Company.  This Prospectus
does not constitute an offer to sell or a solicitation of an
offer to buy any securities other than the Common Stock offered
by this Prospectus or an offer to sell or solicitation of an
offer to buy such Common Stock in any jurisdiction to any person
to whom it is unlawful to make such offer or solicitation in
such a jurisdiction.  Neither the delivery of this Prospectus
nor any sale made hereunder shall, under any circumstances,
create any implication that there has been no change in the
affairs of the Company or that the information contained herein
is correct as of any time subsequent to the date hereof.





TABLE OF CONTENTS



Morgan Keegan, Inc.

1994 Restricted Stock and Stock Option Plan

1989 Employee Stock Purchase Plan

Page

1994 PLAN INFORMATION1



		General1

		Securities to be Offered2

		Employees Who May Participate in the 1994 Plan2

		Purchase of Securities Pursuant to the 1994 Plan and Payment
for Securities Offered2

		Resale Restrictions5

		Federal Income Tax Effects of 1994 Plan Participation6

		Withdrawal; Assignment7

		Forfeitures and Penalties7



1989 PLAN INFORMATION8



		General8

		Securities to be Offered9

		Employees Who May Participate in the 1989 Plan9

		Purchase of Securities Pursuant to the 1989 Plan and Payment
for Securities Offered9

		Resale Restrictions11

		Federal Income Tax Effects of 1989 Plan Participation11

		Investment of Funds11

		Withdrawal; Assignment12

		Forfeitures and Penalties12

		Changes and Deductions12



REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION12

PAGE
<PAGE>
1994 PLAN INFORMATION



	The statements herein concerning the terms and provisions of
the 1994 Plan are summaries and do not purport to be complete. 
All such statements are qualified in their entirety by reference
to the full text of the 1994 Plan document as filed as an
Exhibit to the Registration Statement of which this Prospectus
is a part.





General.  This Prospectus relates, in part, to 1,000,000 shares
(the "Shares") of the Common Stock, $.625 par value, of Morgan
Keegan, Inc., a Tennessee corporation (the "Company"), which may
be issued from time to time by the Company to holders of stock
options or restricted stock awards granted or to be granted by
the Company to selected officers and key employees of the
Company and any subsidiary of the Company pursuant to the Morgan
Keegan, Inc. 1994 Restricted Stock and Stock Option Plan (the
"1994 Plan").  Holders of stock options or restricted stock
awards granted or to be granted under the 1994 Plan (the
"Awards") are referred to herein as "Participants."  Each offer
made under the 1994 Plan pursuant to this Prospectus is made at
the price and on the terms and conditions contained in the Award
Agreement entered into between the Company and each Participant.



	Purpose of the Plan.  The purpose of the 1994 Plan is to
further the success and advance the interests of the Company and
its subsidiaries by making available the Common Stock of the
Company for purchase by eligible officers and key employees of
the Company and its subsidiaries and thus to provide an
additional incentive to such personnel to continue to serve the
Company and any subsidiaries and to give them a greater interest
as stockholders in the success of the Company.



	Pursuant to the 1994 Plan, an aggregate of 1,000,000 shares of
Common Stock have been reserved for issuance by the Company as
Restricted Stock Awards ("RSAs") and upon exercise of Incentive
Stock Options and/or Non-Qualified Stock Options ("Options")
awarded to officers and key employees of the Company and any
subsidiary corporations.  Options granted under the 1994 Plan
may be Incentive Stock Options within the meaning of Section 422
of the Code or Options not so qualifying ("Non-Qualified Stock
Option").



	ERISA Applicability.  The 1994 Plan is not subject to the
provisions of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), and the 1994 Plan will be unfunded.



	Plan Administration.  Additional updating and other information
with respect to the 1994 Plan and the Common Stock offered
hereby may be provided in the future to Participants by means of
one or more supplements or appendices to this Prospectus. 
Additional information about the 1994 Plan (including a copy of
the 1994 Plan), plan administration, and the Company may be
obtained at the Company's principal offices, which are located
at Twenty-First Floor, Morgan Keegan Tower, Fifty Front Street,
Memphis, Tennessee, 38103.  The Company's telephone number is
(901) 524-4100.



	The 1994 Plan is administered by the Compensation Committee of
the Company's Board of Directors (the "Committee"), provided,
however, that in respect of awards under the 1994 Plan to
members of such Compensation Committee, the directors of the
Company who are not officers or employees thereof ("Independent
Directors") will act as the Compensation Committee.  The members
of the Committee are appointed by the Board and serve at the
pleasure of the Board.  Members of the Committee must be
"disinterested" within the meaning of Rule 16b-3 promulgated
under Rule 16(b) of the Securities Exchange Act of 1934, as
amended ("1934 Act").  A majority of the entire Committee shall
constitute a quorum, and the action of a majority of the members
present at any meeting at which a quorum is present shall be
deemed the action of the Committee.



	Subject to the express provisions of the 1994 Plan and
resolutions adopted by the Board, the Committee has authority to
interpret the 1994 Plan, to prescribe, amend and rescind the
rules and regulations relating to the 1994 Plan, and to
determine the form and content of Awards to be issued under the
1994 Plan.  In addition, the Committee is authorized to make all
other determinations deemed necessary or advisable for the
administration of the 1994 Plan 

and shall have and may exercise such other power and such
authority as may be delegated to it by the Board from <PAGE>

time to time.  All decisions, determinations and interpretations
of the Committee shall be final and conclusive to all persons
affected thereby.



	The current members of the Committee are Allen B. Morgan, Jr.,
William W. Deupree, Jr., John W. Stokes, Jr., and Joseph C.
Weller, each of whom shall serve as members of the Committee
until their resignation or removal by the Board.



Securities to be Offered.   The aggregate number of shares of
Common Stock which may be issued pursuant to Awards granted or
to be granted under the 1994 Plan is 1,000,000 shares, subject
to certain adjustments for changes in the capital structure of
the Company, as described below.  (See "Recapitalization,
Merger, Consolidation, Change in Control and Similar
Transactions".)  Any shares subject to an Award under the 1994
Plan which expires or is terminated unvested will again be
available for issuance under the 1994 Plan.



Employees Who May Participate in the Plan.   Restricted stock
and options to purchase Common Stock under the 1994 Plan may be
awarded to officers and key employees of the Company and any
present or future subsidiary corporations.  Incentive Stock
Options may only be granted to employees of the Company and any
of its subsidiary corporations.  In selecting participants under
the 1994 Plan (the "Participants") and in determining the number
of shares of Common Stock to be granted to each such
Participant, the Committee may consider the nature of the
services rendered by each Participant, each such Participant's
responsibilities and current and potential contribution to the
Company, and such other factors as the Committee, in its sole
discretion, shall deem relevant.  



Purchase of Securities Pursuant to the Plan and Payment for
Securities Offered.  The 1994 Plan was effective November 22,
1994.  The 1994 Plan shall continue in effect for a term of ten
years until August 24, 2004, after which no further awards may
be granted.  The future expiration of the 1994 Plan, or its
termination by the Board, will not affect any Award previously
granted.  Notwithstanding the foregoing, the granting of
Incentive Stock Options shall not be made beyond August 24, 2004.



	Award Agreements.  The Awards granted under the 1994 Plan are
evidenced by award agreements (the "Award Agreements")
substantially in the form of the Award Agreements filed as
exhibits to the Registration Statement of which this Prospectus
is a part.  Each Award Agreement, and any amendment thereto,
will contain such terms and conditions consistent with the
requirements of the 1994 Plan as the Committee shall determine. 
Such Award Agreements shall constitute the only form of reports
which participants shall receive related to the status of Awards
granted or which are exercisable under the 1994 Plan.



	Section 7 of the 1994 Plan provides that the Committee is
authorized to amend agreements theretofore entered into, either
prospectively or retroactively, including, but not limited to
the acceleration of vesting or lapse of restrictions on an Award
and the extension of time to exercise an Award, except that, no
such amendment shall affect the Award in a materially adverse
manner without the consent of the Participant (except for an
amendment made to cause the 1994 Plan to qualify for an
exemption provided by Rule 16b-3).  Any Award Agreement shall
contain vesting and forfeiture provisions which are consistent
with the provisions of Section 6.4 of the 1994 Plan. (See
"Amendment and Termination of the Plan" below.)



	Restricted Stock Awards.   Except as may be specifically
provided by the terms of the 1994 Plan, the granting of RSAs is
made at the sole discretion of the Committee, subject to such
terms and conditions as the Committee may determine in its sole
discretion, including such restrictions on transferability and
other restrictions as the Committee may impose, which
restrictions may lapse separately or in combination at such
times, under such circumstances, in such installments, or
otherwise, as the Committee shall determine.  Unless otherwise
determined by the Committee at the time of an Award, the holder
of an RSA shall have the right to vote the restricted shares and
to receive dividends thereon, unless and until such shares are
forfeited.



	Option Awards.  Except as may be specifically provided by the
terms of the 1994 Plan, the granting of





<PAGE>

 Options is within the sole discretion of the Committee, subject
to such terms and conditions as the Committee may determine in
its sole discretion, including vesting and other terms and
conditions related to the exercise of Options.



	Limitations on Options.  Except as may be specifically provided
by the terms of the 1994 Plan, the granting of Options is made
at the sole discretion of the Committee.  Options granted to any
Participant hereunder shall be treated as Incentive Stock
Options pursuant to Section 422 of the Code only to the extent
that the aggregate fair market value of Common Stock with
respect to which Options are exercisable by a Participant for
the first time during any calendar year (giving due
consideration to all other option plans of the Company) does not
exceed $100,000.  Notwithstanding the foregoing limitation, the
Committee may grant Options in excess of this limitation,
provided that such Options will not be Incentive Stock Options,
as defined in Section 422 of the Code.



	Option Price.  The exercise price for the purchase of shares
subject to an Incentive Stock Option at the date of grant may
not be less than 100 percent of the fair market value of the
shares covered by the Incentive Stock Option on that date.  If a
Participant to whom an Incentive Stock Option is granted owns
Common Stock representing more than ten percent (10%) of the
issued and outstanding Common Stock at the time the Incentive
Stock Option is granted, then the Option Price shall not be less
than 110 percent of the fair market value of the Common Stock on
the date the Incentive Stock Option is granted.  No more than
$100,000 of Incentive Stock Options can become exercisable for
the first time in any one year for any one Participant.  The
exercise price of Options must be paid for in full in cash,
check or, subject to the discretion of the Compensation
Committee, by surrender of unrestricted shares of Common Stock
(valued at their then fair market value at the date of
exercise), or by a combination of these.



	The fair market value of the Common Stock, as of any date,
shall be the last sales price of the Common Stock on such date
as reported on the New York Stock Exchange Consolidated Tape.



	Option Period.  The date by which an Option granted under the
1994 Plan must be exercised shall be established by the
Committee and set forth in the Award Agreements, but may not be
more than ten years from the date of grant of the Option, except
in the case of an employee who owns stock representing more than
10% of the Common Stock outstanding at the time the Option is
granted, the term of the Option shall not exceed five years from
the date of the grant of the Option.  In general, Options will
not be exercisable after the expiration of their term as set
forth in the Option Agreements.



	Conditions of Exercise.  Options may be exercised only at such
times specified in the 1994 Plan or the Award Agreement.  Except
as described above and as may be limited by agreement, there is
no limitation upon the number of Options that may be exercised
in any one year, and Options not exercised in any one year may
be exercised in subsequent years over the term of the Option.



	Payment for Options.  Under the 1994 Plan, full payment for
each share of Common Stock purchased upon the exercise of any
Option granted shall be made at the time of exercise of each
such Option and shall be paid in cash (in United States dollars)
or check, except that the Committee may, in its discretion,
allow such payment to be by surrender of unrestricted shares of
Common Stock, or a combination of cash and Common Stock.  Common
Stock utilized in full or partial payment of the exercise price
shall be valued at its fair market value at the date of
exercise.  The Company shall accept full or partial payment in
Common Stock only to the extent permitted by applicable law.  No
shares of Common Stock shall be issued until full payment
therefore has been received by the Company, and no Participant
shall have any rights as a shareholder of the Company until the
shares of Common Stock are issued to him.



	Termination of Employment.  Upon the termination of employment
of any Participant for any reason other than Death, Disability,
Retirement or Change in Control, any unvested Awards shall
expire and be forfeited to the Company and shall thereafter by
subject to reissuance under the 1994 Plan.  Awards will vest and
become non-forfeitable as determined by the Committee. 
Notwithstanding the foregoing, RSAs shall vest and become
non-<PAGE>forfeitable upon the Death, Disability or Retirement
of a Participant or upon a Change in Control, as defined under
the 1994 Plan.  Subject to the provisions of Section 422A of the
Code and Rule 16b-3, Options shall become exercisable in
accordance with their terms in the event of Death, Disability or
Retirement of a Participant or upon a Change in Control.  Each
Participant may file and maintain with the Company a written
designation of one or more persons as the beneficiary or
beneficiaries who shall be entitled to receive the Award or
related payment payable under the 1994 Plan upon the
Participant's death.  If no such designation is in effect at the
time of a Participant's death, or if no designated beneficiary
survives the Participant or if such designation conflicts with
the law, the Participant's estate shall be entitled to receive
the Award or related payment, if any, payable under the 1994
Plan upon the Participant's death.



	Determinations and Six Month Holding Period.  Under the 1994
Plan, the Committee's determination regarding whether a
Participant's employment has ceased, and the effective date
thereof, shall be final and conclusive on all persons affected
thereby.  An equity security issued under the 1994 Plan, other
than an equity security issued pursuant to the exercise of a
derivative security granted under the 1994 Plan, shall be held
for at least six months from the date of acquisition, and at
least six months shall elapse from the date of acquisition of a
derivative security to the date of disposition of the derivative
security (other than upon exercise or conversion) or disposition
of any underlying equity security issued pursuant to the
exercise or conversion of such derivative security.



	Non-transferability.  No Award or any right that comes within
the general definition of "derivative security" of Rule 16a-1(c)
of the Exchange Act granted under the 1994 Plan is assignable or
transferable other than by will or the laws of descent and
distribution (or pursuant to a beneficiary designation
authorized under the 1994 Plan).



	Issuance of Common Stock.  Shares issued to Participants as
Restricted Stock or upon exercise of Options shall either be
newly issued shares of the Company or treasury shares purchased
in the market, at the Company's discretion.  In either case, the
Participant shall not pay any fees, commissions or other charges
for such Common Stock other than the exercise price as stated in
the Award Agreement.  Cash proceeds from the sale of Common
Stock issued pursuant to the exercise of Options will be added
to the general funds of the Company to be used for general
corporate purposes.  Shares of Common Stock shall not be issued
with respect to any Option or RSA granted under the 1994 Plan
unless the issuance and delivery of such Common Stock shall
comply with all relevant provisions of law, including, without
limitation, the Securities Act of 1933, as amended, the rules
and regulations promulgated thereunder, any applicable state
securities law, and the requirements of any stock exchange upon
which the Common Stock may then be listed.



	Inability of the Company to obtain approval from any regulatory
body or authority deemed by the Company or counsel thereto to be
necessary for the lawful issuance and sale of any Common Stock
hereunder shall relieve the Company of any liability in respect
of the non-issuance or sale of such Common Stock.  As a
condition to the exercise of an Option, the Company may require
to assure the availability of an exemption from any additional
registration requirements of federal or state securities laws.



	Recapitalization, Change in Control and Similar Transactions. 
Subject to any required action by the shareholders of the
Company, within the sole discretion of the Committee, the
aggregate number of shares of Common Stock for which Awards may
be granted under the 1994 Plan, the number of shares of Common
Stock covered by each outstanding Award, and the exercise price
per share of Common Stock of each Option shall all be
proportionately adjusted for any increase or decrease in the
number of issued and outstanding shares of Common Stock
resulting from a subdivision or consolidation of shares or the
payment of a stock dividend on the Common Stock or any other
increase or decrease in the number of such shares of Common
Stock effected without a receipt of consideration by the Company.



	In the event of any change in control, recapitalization,
merger, consolidation, reorganization, recapitalization, stock
split, stock dividend, other extraordinary dividend or other
change in corporate structure or capitalization affecting the
Common Stock, the Committee, in its sole discretion, shall have
the power, prior to or subsequent to such action or events, to
(i) appropriately adjust the number or kind of shares of Common
Stock subject to options, <PAGE>rights and other Awards granted
under the 1994 Plan, and/or, the exercise price and other terms
and conditions of Awards or appropriate adjustment in the
maximum number of shares referred to in Section 5 of the 1994
Plan, as the Committee may determine to be necessary or
appropriate in order to prevent dilution or enlargement of the
rights of Participants.  However, no action may be taken by the
Committee which would cause Incentive Stock Options granted
pursuant to the 1994 Plan to fail to meet the requirements of
Section 422 of the Code.



	The Committee has at all times the power to accelerate the
exercise date of all Stock Options granted under the 1994 Plan.



	Amendment and Termination of the Plan.  The Board of Directors
may amend the 1994 Plan in any respect, without the consent of
stockholders or Participants, except that any such amendment
shall be subject to the approval of the Company's stockholders
within one year after such Board action if such stockholder
approval is required by any federal or state law or regulation
or the rules of any stock exchange or automated quotation system
on which the Common Stock may then be listed or quoted, and the
Board may otherwise, in its discretion, determine to subject any
other amendment to the 1994 Plan to stockholders for approval. 
In addition, no amendment may materially impair the rights of a
Participant under any Award previously granted under the 1994
Plan without the consent of such Participant, unless required by
law.  The 1994 Plan shall continue in effect for a term of ten
years until August 24, 2004, after which no additional Awards
may be granted.



Restrictions on Resale.   The Committee may grant RSAs to such
officers and key employees, in such amounts and subject to such
terms and conditions, including restrictions on transferability,
as the Committee may determine in its sole discretion. 
Restricted Stock granted under the 1994 Plan shall be evidenced
by certificates registered in the name of the Participant and
bearing an appropriate legend referring to the terms,
conditions, and restrictions applicable to such Restricted
Stock.  The Company shall retain physical possession of any such
certificates, and each Participant awarded Restricted Stock
shall have delivered a stock power to the Company, endorsed in
blank, relating to the Restricted Stock for so long as the
Restricted Stock is subject to a risk of forfeiture.



	In the event all or any of the shares subject to RSAs are
forfeited due to failure to meet or comply with restrictions
imposed by the Compensation Committee at the time of grant prior
to the lapse of such restrictions, the Company shall repay to
the Participant (or the Participant's estate) any cash amount
paid by the Participant for such forfeited shares.



	Unless specifically included as a term and condition of any
Option, there are no restrictions on the resale of Common Stock
acquired upon the exercise of Options.  Such shares of Common
Stock, however, may be resold only in compliance with the
registration requirements of the Securities Act of 1933, as
amended (the "1993 Act"), and applicable state securities laws.



	Under the 1933 Act, affiliates of the Company generally may
resell shares of Common Stock purchased pursuant to the 1994
Plan only (i) in accordance with the provisions of Rule 144
under the 1933 Act, or (ii) pursuant to an applicable current
and effective registration statement under the 1933 Act.



	As defined in Rule 405 under the 1933 Act, an affiliate of the
Company is a person who directly, or indirectly through one or
more intermediaries, controls, or is controlled by, or is under
common control of the Company.  The determination of whether a
person is an affiliate of the Company is primarily a factual one
based upon whether he possesses, directly or indirectly,
individually or in concert with others, the power to direct or
cause the direction of the management or policies of the
Company, whether through the ownership of voting stock, by
executive position, by membership on the Board, by contract or
otherwise.  Therefore, each Participant should consult his
counsel concerning whether he is an affiliate of the Company and
the attendant restrictions on the resale under the 1933 Act of
Common Stock acquired pursuant to the 1994 Plan.



	In addition, the receipt of an Option to purchase Common Stock
by an executive officer or director of the Company, or the
beneficial owner of 10% or more of the outstanding Common Stock,
is a reportable transaction <PAGE>under Section 16 of the 1934
Act, and Forms 3, 4 or 5 are required to be filed with the
Securities and Exchange Commission in connection with such
transaction.  The sale by an executive officer, director or 10%
holder of Common Stock issued upon an exercise of an Option
within six months after the receipt of such Option may create
liability of such persons to the Company under the "short-swing
profit" provisions of Section 16(b) of the 1934 Act.



Federal Income Tax Effects of Plan Participation.  Under present
federal tax laws, awards under the 1994 Plan will have the
following consequences:



Tax Effect of Options



	The grant of an Option will not by itself result in the
recognition of taxable income to the Participant nor entitle the
Company to a deduction at the time of such grant.



	The exercise of an Option which is an "Incentive Stock Option"
within the meaning of Section 422 of the Code generally will
not, by itself, result in the recognition of taxable income to
the Participant nor entitle the Company to a deduction at the
time of such exercise.  However, the difference between the
exercise price and the fair market value of the Common Stock
underlying the Option on the date of exercise is an item of tax
preference which may, in certain situations, trigger the
alternative minimum tax for the Participant.  The Participant
will recognize capital gain or loss upon resale of the shares
received upon such exercise, provided that such shares are held
for at least one year after transfer of the shares or two years
after the grant of the Option, whichever is later.  Generally,
if the shares are not held for that period, the Optionee will
recognize ordinary income upon disposition in an amount equal to
the difference between the exercise price and the fair market
value on the date of exercise, or, if less, the sales proceeds
of the shares acquired pursuant to the Option.



	The exercise of a Non-Qualified Stock Option will result in the
recognition of ordinary income by the Participant on the date of
exercise in an amount equal to the difference between the
exercise price and the fair market value on the date of exercise
of the shares acquired pursuant to the Option.



	The Company will be allowed a tax deduction for Federal tax
purposes equal to the amount of ordinary income recognized by a
Participant at the time the Participant recognizes such ordinary
income.



	The foregoing provides a general summary of the federal income
tax consequences applicable to Options under the 1994 Plan. 
Each Participant is urged to consult his or her own tax advisor
for information regarding applicable federal and state tax
consequences.



Tax Effect of Restricted Stock



	The grant of RSAs to Participants is, for Federal income tax
purposes, a delivery of property as compensation for services as
contemplated by Section 83 of the Code.  Generally, pursuant to
Section 83 of the Code the fair market value of such property is
includable in the gross income of an individual taxpayer at such
time the property is received.  However, if such property is
subject to a substantial risk of forfeiture, the receipt of such
property is taxable to the recipient at the time such
substantial risk of forfeiture lapses, with the amount of
taxable income being the fair market value of such property at
the time of such lapse.  Such taxable income is subject to
withholding taxes and other payroll-based taxes.  Section 83(b)
of the Code provides that if the recipient of property files an
election with the Internal Revenue Service within thirty days
after receiving property for services, notwithstanding any
substantial risk of forfeiture, the fair market value of such
property at the time of receipt will be includable in the
recipient's taxable income for the tax year within which the
property is received.



	Under the 1994 Plan, RSAs will be subject to forfeiture in
certain events as determined by the Committee; therefore,
generally the receipt of RSAs will not be taxable to recipients
until such risk of forfeiture lapses.  However, recipients of
RSAs may elect to recognize taxable income at the time and
during the year RSAs are granted by making the Section 83(b)
election described above.  The foregoing provides a general
summary of the <PAGE>federal income tax consequences applicable
to RSAs under the 1994 Plan.  Each Participant is urged to
consult his or her own tax advisor for information applicable to
federal and state tax consequences.



Annual Report to Shareholders.  The Company's financial
statements for the period ending July 31, 1994, as contained in
the Company's Annual Report on Form 10-K and the 1994 Annual
Report to Stockholders are incorporated by reference in the
Registration Statement to which this Prospectus is a part.  In
the future, the Company's latest Annual Report to Stockholders,
including financial statements, will be mailed to all
stockholders of record as of the close of the business on such
record date.  Any person wishing to receive a copy of such
Annual Report may obtain a copy by writing the Company at the
address set forth above under "Additional Information."



Withdrawal from the Plan; Assignment of Interest.  Awards
granted pursuant to the 1994 Plan will terminate as described
above.  (See "Purchase of Securities Pursuant to the Plan and
Payment for Securities Offered").  Rights of Participants under
Awards granted under the 1994 Plan are nonassignable except by
will or the laws of descent and distribution.  During a
Participant's lifetime, Options granted to the Participant under
the 1994 Plan are exercisable only by the Participant or such
Participant's duly appointed guardian or legal representative.



Forfeitures and Penalties.  Unexercised Options granted pursuant
to the 1994 Plan will expire as specified above and in the Award
Agreement.  Awards may not be transferred by a Participant other
than by will or the laws of descent and distribution.  Upon
termination of the Participant's employment or association with
the Company, all unvested Options or Restricted Stock Awards
granted to the Participant will be forfeited as detailed above
and may be granted to other Participants.  (See "Purchase of
Securities Pursuant to the Plan and Payment for Securities
Offered - Termination of Employment").



	The Board may suspend or terminate the 1994 Plan at any time. 
Unless sooner terminated, the 1994 Plan will terminate on August
24, 2004.

<PAGE>





<PAGE>
1989 PLAN INFORMATION



	The statements herein concerning the terms and provisions of
the 1989 Plan are summaries and do not purport to be complete. 
All such statements are qualified in their entirety by reference
to the full text of the 1989 Plan document as filed as an
Exhibit to the Registration Statement of which this Prospectus
is a part.



General.  This Prospectus also relates to an additional
1,000,000 Shares which may be issued from time to time by the
Company pursuant to the Morgan Keegan, Inc. 1989 Employee Stock
Purchase Plan (the "1989 Plan").  The Company was initially
authorized to issue up to 300,000 Common shares pursuant to the
Stock Purchase Plan, which amount has been increased by reason
of stock splits to an aggregate of 900,000 at July 31, 1994. 
The employees of the Company and all its subsidiaries (such
employees being sometimes hereinafter referred to collectively
as "Employees" and individually as "Employee") are entitled to
participate in the Plan.



	Purpose of the Plan.  The purpose of the 1989 Plan is to
provide Employees a convenient method through payroll deductions
to acquire Common Stock of the Company at an advantageous price.
 The 1989 Plan was created and unanimously adopted by the
Company's board of directors on September 29, 1989 and approved
by majority vote of the Company's shareholders at the Company's
annual meeting held on November 20, 1989.  The 1989 Plan has no
stated termination date but the Committee may alter, amend,
suspend or terminate the 1989 Plan as of January 1 of any year
without obtaining the prior approval of the Company's
shareholders or the Employees participating in the 1989 Plan,
except that an amendment to increase the number of shares of
Common Stock to be issued pursuant to the Plan must be submitted
to and approved by majority vote of the Company's shareholders. 
An amendment was approved by the shareholders at the Company's
annual meeting on November 22, 1994 authorizing the issuance of
an additional 1,000,000 shares.



	ERISA Applicability.  The 1989 Plan is not subject to the
provisions of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), and the 1989 Plan will be unfunded. 
In that regard, the accumulated payroll deductions made on
behalf of Employees shall remain part of the general funds of
the Company or its subsidiaries and shall at all times prior to
actual payment for Shares purchased pursuant to the 1989 Plan be
subject to the claims of creditors of the Company or subsidiary
holding such funds.



	Plan Administration.  Additional updating and other information
with respect to the 1989 Plan and the Common Stock offered
hereby may be provided in the future to Employees by means of
one or more supplements or appendices to this Prospectus. 
Additional information about the 1989 Plan (including a copy of
the 1989 Plan), plan administration, and the Company may be
obtained at the Company's principal offices at the address
stated above.



	The 1989 Plan is administered by the Committee.  Subject to the
express provisions of the 1989 Plan and resolutions adopted by
the Board, the Committee has the following rights and powers,
subject only to the terms and the limitations stated in the 1989
Plan:



	(a) To fix the number of shares of Common Stock to be offered
to Employees during a Plan Year;



	(b) To interpret the terms, conditions and limitations set
forth in the 1989 Plan, which determinations shall be final with
respect to each and every Employee;



	(c) To refuse to offer shares for purchase by Employees during
a Plan Year;



	(d) To determine the eligibility of any Employee to participate
in the 1989 Plan;



	(e) To make all computations, maintain all accounts, provide
for the issuance of all shares, and do all other acts and things
reasonably necessary to properly administer the 1989 Plan; and



	(f) To revoke, alter or amend the terms and conditions of the
1989 Plan without obtaining the prior approval <PAGE>of the
Employees or the Company's shareholders, subject only to the
limitations stated in the 1989 Plan.



	In addition, the Committee is authorized to make all other
determinations deemed necessary or advisable for the
administration of the 1994 Plan and shall have and may exercise
such other power and such authority as may be delegated to it by
the Board from time to time.  All decisions, determinations and
interpretations of the Committee shall be final and conclusive
to all persons affected thereby.



	The current members of the Committee are Allen B. Morgan, Jr.,
William W. Deupree, Jr., John W. Stokes, Jr., and Joseph C.
Weller, each of whom shall serve as members of the Committee
until their resignation or removal by the Board.



Securities to be Offered.  For so long as the Plan is in effect,
on January 1 of each Plan year the Committee may, but is not
obligated to, grant Employees options to purchase Common Stock
pursuant to the 1989 Plan, subject to the maximum and annual
limits described in this paragraph.  A maximum number of
1,000,000 Shares will be offered under the 1989 Plan.  The
number of Shares to be offered during any Plan Year (January 1
through December 31) shall be determined by the Committee, and
the determination by the Committee shall be final and not
subject to question by any Employee.  However, no more than
150,000 shares plus any unsold allotment below 150,000 shares
from any previous Plan Year may be offered by the Committee
during any Plan Year.



Employees Who May Participate in the Plan.   Any Employee who is
regularly and actively employed by the Company or any subsidiary
of the Company on January 1 of any Plan Year is eligible to
participated in the 1989 Plan, except an Employee (a) whose
customary employment is twenty (20) hours or less per week; (b)
whose customary employment is for not more than five (5) months
in any calendar year; or (c) who, on any Entry Date, owns Shares
possessing five (5%) percent or more of the total combined
voting power or value of all classes of stock of the Company, as
determined in accordance with Section 425(d) of the Code. 
Presently Allen B. Morgan, Jr. and Joseph C. Weller own Shares
possessing 5% of more of the total combined voting power and
value of all classes of stock of the Company.



	Notwithstanding the foregoing, any Employee on leave of absence
from employment for the purpose of serving on active duty with
the Armed Forces of the United States or for such other purpose
approved by the Committee (including maternity leave, provided
that any Employee on maternity leave returns to her customary or
similar employment with the Company or any subsidiary thereof
within six (6) months after the date on which such leave began)
shall be considered to have been regularly and actively employed
for the purpose of determining eligibility under the 1989 Plan. 
Each eligible Employee shall be entitled to contribute to the
1989 Plan in any Plan Year the lesser of (a) five (5%) percent
of his total annual compensation (as more specifically defined
in Section 1.6 of the 1989 Plan) during the Plan Year; or (b)
Ten Thousand ($10,000.00) Dollars.



Purchase of Securities Pursuant to the Plan and Payment for
Securities Offered.  No Employee will participate in the 1989
Plan during any Plan Year unless the Committee first grants
options to purchase Shares in the manner set forth in the 1989
Plan.  In order to participate in the 1989 Plan during a Plan
Year, an Employee must sign and deliver to the Committee, or its
designated representative (which may be an officer or ad hoc
committee of officers of the Company), no later than January 15
of such Plan Year the Subscription Agreement as adopted by the
Committee setting forth the Employee's name, social security
number, address, position and the percentage of his or her
compensation to be withheld pursuant to the 1989 Plan.  The
Committee shall cause the form of Subscription Agreement to be
distributed to all Employees no later than January 1 of any Plan
Year.  Each Employee must sign and deliver to the Committee
additional documents and instruments reasonably required by the
Committee to properly administer the 1989 Plan.



	Price of Securities.  Employees participating in the 1989 Plan
will purchase Shares at the lesser of the following two (2)
prices:



	(a) The greater of (i) eighty five (85%) percent of the fair
market value per share of the Shares on January <PAGE>1 of the
then current Plan Year and (ii) eighty five (85%) percent of the
average of the fair market value per share of Shares on the
first day of each month during the Plan Year and December 31 of
the Plan Year (the foregoing period having thirteen (13) dates);
and



	(b) Eighty five (85%) percent of the fair market value per
share of Shares on December 31 of the Plan Year.



In determining the above-described prices, the fair market value
per Share on any relevant date shall be the average of the
highest and lowest quoted selling price of such Shares on such
date, and if there are no sales or the stock markets are closed
on such date, the weighted average of the means between the
highest and lowest quoted selling prices on the nearest date
before and the nearest date after said valuation date, such
average to be weighted inversely by the respective number of
trading days between the selling dates and the valuation date.



	Payroll Deductions.  If the Committee grants Employees options
to purchase Shares during a Plan Year, then each Employee
electing to participate in the 1989 Plan must authorize payroll
deductions up to the lesser of 5% of the Employee's annual cash
compensation or $10,000 by submitting a Subscription Agreement
to the Committee no later than January 15 of the Plan Year. 
Said payroll deductions shall be used entirely to pay the price
for Shares purchased under the 1989 Plan.  An Employee's option
to purchase Shares under the 1989 Plan will immediately lapse if
the Employee does not submit a subscription agreement by the due
date.  The specified percentage of each Employee's compensation
will be withheld from that Employee's net pay during the year
and the amount so withheld will be credited to and accumulated
in a separate account for the Employee to be utilized in
purchasing Shares pursuant the 1989 Plan.  See "ERISA
Applicability."



	Oversubscription.  Insofar as the number of Shares that may be
purchased by 1989 Plan Participants during a Plan Year is
limited, it is likely that in a given Plan Year the aggregate
amount accumulated through Employee payroll deductions to
purchase Shares will exceed the amount needed to purchase the
number of shares fixed by the Committee at the beginning of such
Plan Year (the foregoing situation being hereinafter called an
"Oversubscription").



	In the event of an Oversubscription, each participating
Employee shall purchase the number of whole shares determined by
multiplying the total number of shares which could have been
purchased out of such Employee's accumulated payroll deductions
were it not for the Committee's limitation, times a fraction,
the numerator of which is the total number of shares fixed by
the Committee on January 1 of such Plan Year and the denominator
of which is the total number of shares which could have been
purchased out of all participating Employees' aggregate payroll
deductions were it not for the Committee's limitation.  For
example, if Employee A had withheld $10,000 during a Plan Year,
all other participating Employees had withheld $1,000,000 during
such year, the price per share payable by participating
Employees was $10 per share, but the Committee had fixed 75,000
as the number of shares to be offered under the 1989 Plan during
such year, then Employee A would purchase 750 shares computed as
follows:  1,000 x (75,000  100,000).



	Each participating Employee whose aggregate payroll deductions
during a Plan Year are not fully utilized to purchase Shares on
account of  there being an Oversubscription during that year
will receive no later than January 30 of the next succeeding
year a refund of his or her excess payroll deductions.  All such
excess payroll deductions over $100 in amount will include
interest on the excess computed for 180 days at the average
annual 90-day certificate of deposit rate as quoted by the Wall
Street Journal on the first working day of each month during the
Plan Year.





Restrictions on Resale.  Unless specifically included as a term
and condition of any stock purchase, there are no restrictions
on the resale of Shares acquired under the 1989 Plan.  Such
Shares, however, may be resold only in compliance with the
registration requirements of the Securities Act of 1933, as
amended (the "1993 Act"), and applicable state securities laws.

<PAGE>

Federal Income Tax Effects of Plan Participation.   Under
present federal tax laws, awards under the 1994 Plan will have
the following consequences:



	1.	The 1989 Plan is designed to qualify as an Employee Stock
Purchase Plan as prescribed by Section 423 of the Internal
Revenue Code of 1986, and the tax treatment of all transactions
involving Shares acquired pursuant to the 1989 Plan will be
determined pursuant to that Section.



	2.	Employees who purchase Shares pursuant to the 1989 Plan will
not be taxed at the time of purchase on the difference between
the market value of the Shares purchased and the price paid
therefore, nor will the Company or its subsidiaries receive an
income tax deduction at that time for such difference. 
Employees will have a basis for computing gain or loss on the
sale of such Shares equal to the price paid therefore, increased
by any compensation recognized by the Employee upon sale of
Shares. 



	3.	If within one year after acquisition an Employee dies, sells
or disposes of Shares acquired pursuant to the 1989 Plan, then
the excess of the fair market value of such Shares over the
Employee's basis there for federal tax purposes will be taxable
to the Employee as ordinary income in the year of such sale or
disposition, and the Company or its subsidiaries will receive an
income tax deduction in the same amount.



	4.	If an Employee dies, sells or disposes of Shares acquired
pursuant to the 1989 Plan more than 1 year after acquisition,
then the Employee realizes ordinary income in such year of sale
equal to the lesser of (i) the excess fair market value of such
Shares on the date the option to purchase such Shares was
granted over the price paid therefore; or (ii) the excess
selling price of the Shares over the option price paid
therefore.  No deduction is allowable to the Company or its
subsidiaries for such amount.



	The foregoing provides a general summary of the federal income
tax consequences applicable to stock purchases under the 1989
Plan.  Each Employee is urged to consult his or her own tax
advisor for information regarding applicable federal and state
tax consequences.



Annual Report to Shareholders.  The Company's financial
statements for the period ending July 31, 1994, as contained in
the Company's Annual Report on Form 10-K and the 1994 Annual
Report to Stockholders are incorporated by reference in the
Registration Statement to which this Prospectus is a part.  In
the future, the Company's latest Annual Report to Stockholders,
including financial statements, will be mailed to all
stockholders of record as of the close of the business on such
record date.  Any person wishing to receive a copy of such
Annual Report may obtain a copy by writing the Company at the
address set forth above under "Additional Information."



Investment of Funds.  The Committee shall utilize the Employee
payroll deductions accumulated pursuant to the 1989 Plan to
purchase Shares for each participant pursuant to the terms of
the 1989 Plan.  The Shares may be purchases from the Company, in
which case the Company will receive the proceeds of such
purchase, or, alternatively, Shares may be purchased on the open
market by the Company for purposes of providing shares under the
1989 Plan.  No fees, commissions or other expenses are to be
paid by the 1989 Plan or out of the accumulated payroll
deductions, except ordinary brokerage commissions or spreads may
be paid in open market purchases.  The proceeds from the sale of
any Shares by the Company directly to Employees pursuant to the
1989 Plan are expected to be used by the Company's subsidiaries
as working capital.



Withdrawal from the Plan; Assignment of Interest.   Any Employee
may withdraw from participation in the 1989 Plan during any Plan
Year by giving written notice of withdrawal to the Committee no
later than December 15 of such year.  If an Employee so
withdraws, the Committee shall cause such Employee's accumulated
payroll deductions under the 1989 Plan for such year to be
disbursed to the Employee within 15 days after the notice of
withdrawal is received.  No interest will be paid on the funds
so disbursed.

<PAGE>

	Termination of Employment.  Upon the termination of employment
of any Employee for any reason prior to December 31 of any year
shall be deemed to have withdrawn from the 1989 Plan
permanently, and the Committee shall cause such Employee's
accumulated payroll deductions to be disbursed to the Employee
or his estate or legal heirs within 15 days after the Employee's
employment terminates.  No interest will be paid on the funds
disbursed.



	No Permanent Withdrawal.  Each Employee meeting the eligibility
requirements described above shall be eligible to participate in
the 1989 Plan during each year such 1989 Plan exists,
notwithstanding the fact that an employee may have withdrawn
from or chosen not to participate in the 1989 Plan during any
previous year.



	Assignability of Interests.  Rights of Employees under the plan
are unassignable, and any attempt by an Employee to assign or
otherwise transfer such rights will be void.  Interests of
Employees in accumulated payroll deductions will pass to
beneficiaries under a valid will or by the laws of intestacy of
an employee's state of domicile.



Forfeitures and Penalties.  Rights under the 1989 Plan may not
be transferred by an Employee other than by will or the laws of
descent and distribution.  Upon termination of the employee his
accumulated deductions will be disbursed as detailed above. 
(See "Withdrawal from the Plan - Termination of Employment").



	The Committee may suspend or terminate the 1989 Plan as of
January 1 of any year without obtaining the prior approval of
the Company's shareholders or the Employees participating in the
1989 Plan.



Charges and Deductions and Liens Therefore.   The accumulated
payroll deductions made on behalf of Employees shall remain part
of the general funds of the Company or its subsidiaries and
shall at all times prior to actual payment for Shares purchased
pursuant to the 1989 Plan be subject to the claims of creditors
of the Company or subsidiary holding such funds.



REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION



	The Company will provide, without charge to each person to whom
a Prospectus is delivered, upon written or oral request of such
person, a copy of any or all of the documents referred to herein
or incorporated herein by reference (other than exhibits to any
such document, unless such documents are specifically
incorporated by reference into such document).  Requests for
such documents should be made to Joseph C. Weller, Secretary,
Morgan Keegan, Inc. at its principal office located at
Twenty-First Floor, Morgan Keegan Tower, Fifty Front Street,
Memphis, Tennessee 38103, Telephone (901) 524-4100.



	Any statement incorporated herein by reference shall be deemed
to be modified or superseded for purposes of this statement to
the extent that a statement contained herein or in any other
document (filed subsequent to such statement) which also is
incorporated herein by reference modifies or supersedes such
statement.  Any statement so modified or superseded shall not be
deemed, excepts as so modified or superseded, to constitute a
part of this Information.



	Experts.  The consolidated financial statements of  the Company
incorporated by reference in the Company's Annual Report (Form
10-K) for the year ended July 31, 1994, have been audited by
Ernst & Young LLP, independent auditors, as set forth in their
report thereon, included therein and incorporated herein by
reference.  Such consolidated financial statements are
incorporated herein by reference in reliance upon such report
given upon the authority of such firm as experts in accounting
and auditing.

PAGE
<PAGE>
PART II:  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT



Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE



	The following documents filed with the Commission are
incorporated herein by reference:



	(a)	The Company's Annual Report on form 10-K for the fiscal
year ended July 31, 1994 (including the Company's Notice of
Annual Meeting and Proxy Statement dated October 17, 1994
incorporated therein by reference).



	(b)	All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the 1934 Act since July 31, 1994.





	All other reports and documents subsequently filed by the
Company pursuant to Sections 13, 14, and 15(d) of the 1934 Act,
prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or
which deregisters all securities remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part
hereof from the date of the filing of such reports and documents.



Item 4.  DESCRIPTION OF SECURITIES



Not Applicable.



Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL



Not Applicable.



Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS



	The Tennessee Business Corporation Act empowers a corporation
to indemnify a director or officer of a corporation (and certain
other persons serving at the request of the corporation in
related capacities), if such person shall have acted in good
faith and in a manner he reasonably believed to be in the best
interests of the corporation, and, in any criminal proceeding,
if such person had no reasonable cause to believe that his
conduct was unlawful; provided that, in the case of actions
brought by or in the name of the corporation, no indemnification
shall be made with respect to any matter as to which such
director or officer shall have been adjudged to have breached
his duty to the corporation.



	The Charter and Bylaws of the Company provide indemnification
for directors and officers in compliance with the Tennessee
Business Corporation Act.



Item 7.  EXEMPTION FROM REGISTRATION CLAIMED



	Not applicable.



Item 8.  EXHIBITS



	See Exhibit Index



Item 9.  UNDERTAKINGS



	(a)	The undersigned registrant hereby undertakes:

<PAGE>

		(1)	To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement to include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the Registration Statement.



		(2)	That for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.



		(3)	To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.



	(b)	The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report pursuant
to section 13(a) or section 15(d) of the Securities Exchange Act
of 1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.



	(c)	The undersigned registrant hereby undertakes to deliver or
cause to be delivered with the Prospectus, to each person to
whom the Prospectus is sent or given, a copy of the registrant's
Annual Report to stockholders for its last fiscal year unless
such individual otherwise has received a copy of such report, in
which case the registrant shall state in the Prospectus that it
will promptly furnish, without charge, a copy of such report on
written request of the individual.  If the last fiscal year of
the registrant has ended within 120 days prior to the use of the
Prospectus, the Annual Report of the  registrant for the
preceding fiscal year may be so delivered, but within such
120-day period the Annual Report for the last fiscal year will
be furnished to each such individual.



	(d)	Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.

PAGE
<PAGE>
SIGNATURES



Pursuant to the requirements of the 1933 Act, the registrant
certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has
duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the
City of Memphis, State of Tennessee, on the 19th day of January,
1995.



						MORGAN KEEGAN, INC.





						                /s/ WILLIAM W. DEUPREE

						William W. Deupree, Jr., President



Pursuant to the requirements of the 1933 Act, this registration
statement has been signed below by the following persons in the
capacities and on the dates indicated.





   January 19, 1995					                /s/ WILLIAM W. DEUPREE

							William W. Deupree, President and Director



   January 19, 1995					                /s/ ALLEN B. MORGAN

							Allen B. Morgan, Jr., Chairman of the Board, Chief
								Executive Officer and Director



  January 19, 1995					                /s/ JOSEPH C. WELLER

							Joseph C. Weller, Secretary, Treasurer, Chief
								Financial Officer and Director

	

  January 19, 1995					                /s/ JOHN W. STOKES

							John W. Stokes, Jr., Vice-President and Director



  January 19, 1995					                /s/ DONALD RATAJCZAK

							Donald Ratajczak, Ph.D., Director



  January 19, 1995					                /s/ KENNETH F. CLARK

							Kenneth F. Clark, Jr., Director



  January 19, 1995					                /s/ PETER S. WILLMOTT

							Peter S. Willmott, Director



  January 19, 1995					                /s/ JAMES E. HARWOOD

							James E. Harwood, III, Director

PAGE
<PAGE>
Morgan Keegan, Inc.



EXHIBIT INDEX



Exhibit

NumberPage



4.1	Morgan Keegan, Inc. 1994 Restricted Stock and Stock Option
Plan



4.2	Form of Award Agreement to be entered into with Participants
with respect to 

	Incentive Stock Options



4.3	Form of Award Agreement to be entered into with Participants
with respect to

	Non-Qualified Stock Options.



4.4	Form of Award Agreement to be entered into with Participants
with respect to

	Restricted Stock Awards



4.5	Morgan Keegan, Inc. 1989 Employee Stock Purchase Plan





5.	Opinion of Baker, Donelson, Bearman and Caldwell



23.	Consent of Ernst & Young, LLP

PAGE
<PAGE>
Morgan Keegan, Inc.


<Exhibit>
1994 Restricted Stock and Stock Option Plan



1.	Purposes of the Plan



	The purposes of the Morgan Keegan, Inc. 1994 Restricted Stock
and Stock Option Plan (the "Plan") are to advance the interests
of Morgan Keegan, Inc. and its subsidiaries, including Morgan
Keegan & Company, Inc. (collectively, the "Company"), to
increase stockholder value by providing the Company's officers
and key employees with a proprietary interest in the growth and
performance of the Company and with incentives for continued
service with and rewards for outstanding service to the Company,
its subsidiaries and/or its affiliates, and to provide the
Company with an additional means to attract and retain qualified
officers and key employees.  The Plan will be known as the "1994
Restricted Stock and Stock Option Plan."  Pursuant to the Plan,
the Compensation Committee (as hereinafter designated) may grant
stock options and restricted stock awards to officers and other
key employees of Morgan Keegan, Inc., Morgan Keegan & Company,
Inc., and their respective subsidiaries and/or affiliates, on
the terms and subject to the conditions set forth in this Plan.



2.	Definitions



	As used in the Plan, the following terms shall have the
meanings set forth below:

	

		2.1  "Award" means any form of Stock Option or Restricted
Stock granted under the Plan, whether singly, in combination, or
in tandem, to a Participant by the Compensation Committee
pursuant to such terms, conditions, restrictions, and/or
limitations, if any, as the Compensation Committee may establish.



		2.2  "Award Agreement" means a written agreement setting forth
the terms of an Award.



		2.3  "Board" means the Board of Directors of Morgan Keegan,
Inc.



		2.4	"Change in Control" means any transaction pursuant to
which (i) the Company merges with another corporation and is not
the surviving entity, (ii) substantially all of the Company's
assets are sold to persons or entities not affiliated with the
Company, (iii) shares of Common Stock are issued or acquired by
persons or entities not affiliated with the Company, who, acting
as a group, have the voting power to change the composition of
the Board, or (iv) any other transaction of a nature similar to
the foregoing.



		2.5  "Code" means the Internal Revenue Code of 1986, as
amended.  References to any provision of the Code shall be
deemed to include successor provisions thereto and rules and
regulations thereunder.



		2.6  "Compensation Committee" means the Compensation Committee
of Morgan Keegan & Company, Inc.  Notwithstanding the foregoing,
with respect to Awards to members of the Compensation Committee
of Morgan Keegan & Company, Inc., the directors of Morgan
Keegan, Inc. who are not officers or employees thereof will act
as the Compensation Committee, and the term "Compensation
Committee" as used herein shall mean those persons, where the
context so requires.



		2.7  "Common Stock" means the Common Stock of the Company,
$.625 par value.



		2.8  "Company" means Morgan Keegan, Inc., its subsidiaries and
its affiliates.



		2.9  "Disability" means the inability to substantially perform
the usual duties of the person's occupation by reason of a
medically determinable physical or mental impairment which can
be expected to be of long, continued and indefinite duration as
determined by the Compensation Committee.

<PAGE>		2.10  "Exchange Act" means the Securities Exchange Act
of 1934, as amended from time to time.  References to any
provision of the Exchange Act shall be deemed to include
successor provisions thereto and rules and regulations
thereunder.



		2.11  "Fair Market Value," unless otherwise required by an
applicable provision of the Code, as of any date, means the last
sales price of the Common Stock on such date as reported on the
New York Stock Exchange Consolidated Tape.



		2.12  "Incentive Stock Option" ("ISO") means any Stock Option
intended to be, and designated and qualifying as, an "incentive
stock option" within the meaning of Section 422 of the Code.



		2.13  "Non-Qualified Stock Option" means any Stock Option
awarded under this Plan that is not intended to be an Incentive
Stock Option or that fails to meet the requirements applicable
to an Incentive Stock Option.



		2.14  "Option" or "Stock Option" means a right granted
pursuant to the Plan to purchase shares of Common Stock, and
includes the terms Incentive Stock Option and Non-Qualified
Stock Option.



		2.15  "Option Price" or "Exercise Price" means the price per
share at which Common Stock may be purchased upon the exercise
of an Option.



		2.16  "Participant" means any individual to whom an Award has
been granted by the Compensation Committee under the Plan.



		2.17  "Restricted Stock" means shares of Common Stock issued
pursuant to a Restricted Stock Award which are subject to
forfeiture provisions or such other conditions as may be
determined by the Compensation Committee and specified in an
Award Agreement.



		2.18  "Retirement" means retirement from active employment
under a retirement plan of the Company, or pursuant to an
employment agreement with any of the aforementioned, or
termination of employment at or after age 55 under circumstances
which the Compensation Committee, in its sole discretion, deems
equivalent to retirement.



		2.19  "Termination of Employment" means the termination of a
Participant's active employment with the Company which is not
deemed to be a Retirement or a termination due to a Disability.



3.	Administration



		3.1  The Plan shall be administered and interpreted by the
Compensation Committee.



		3.2  The Compensation Committee shall have the authority to
(a) establish such rules and regulations as it deems necessary
for the proper operation and administration of the Plan; (b)
select the persons to receive Awards under the Plan; (c)
determine the form of an Award, or combinations thereof, and
whether such Awards are to operate on a tandem basis and/or in
conjunction with or apart from other awards made by the Company,
either within or outside of this Plan; (d) determine the number
of shares of Common Stock to be covered by each such Award
granted hereunder; (e) determine the terms and conditions, not
inconsistent with the terms of this Plan, of any Award granted
hereunder (including, but not limited to, any restriction or
limitation on transfer, any vesting schedule or acceleration
thereof, and any forfeiture provisions or waiver thereof),
regarding any Award and the shares of Common Stock relating
thereto, based on such factors as the Compensation Committee
shall determine, in its sole discretion; (f) determine whether
Common Stock payable with respect to an Award under this Plan
shall be deferred, either automatically or at the election of
the Participant; and (g) make any other determination or take
<PAGE>any action that the Compensation Committee deems necessary
or desirable for the administration of the Plan.



		3.3  Unless authority is specifically reserved to the Board
under the terms of the Plan, the Company's Charter or By-Laws,
or applicable law, the Compensation Committee shall have sole
discretion in exercising authority under the Plan.  The
Compensation Committee may delegate to officers or managers of
the Company or any subsidiary the authority, subject to such
terms as the Compensation Committee shall determine, to perform
administrative functions and, with respect to Participants not
subject to Section 16 of the Exchange Act, to perform such other
functions as the Compensation Committee may determine, to the
extent permitted under Rule 16b-3 and applicable law.  Any
decision, interpretation or other action made or taken in good
faith by or at the direction of the Company, the Board, or the
Compensation Committee (or any of its members pursuant to any
authority duly delegated to any such member) arising out of or
in connection with the Plan shall be within the absolute
discretion of all or any of them, as the case may be, and shall
be final, binding and conclusive on the Company and all
employees and Participants and their respective beneficiaries,
heirs, executors, administrators, successors and assigns.



4.	Eligibility



	Officers and key employees of the Company and its present and
future subsidiaries, who are responsible for or contribute to
the management, growth and profitability of the business of the
Company, are eligible to receive Awards under the Plan.  



5.	Shares Available for Awards



		5.1  The maximum number of shares of Common Stock of the
Company that may be used in conjunction with the grant of Awards
under the Plan is 1,000,000 (subject to adjustment as provided
in Section 5.4 below). 



		5.2  Shares of stock which are attributable to Awards which
expire or are otherwise terminated, cancelled, surrendered or
forfeited, during a calendar year, are available for issuance or
use in connection with future Awards, during the calendar year
in which they expire or otherwise become available, provided,
however, that, if any such shares could not again be available
for Awards to a Participant who is subject to Section 16 of the
Exchange Act under applicable share counting requirements of
Rule 16b-3, such shares shall be available exclusively for
Awards to Participants who are not subject to Section 16.



		5.3  Shares of Common Stock to be issued under the Plan may be
authorized and unissued shares of Common Stock, treasury stock
or a combination thereof.



		5.4  In the event of a merger, consolidation, reorganization,
recapitalization, stock split, stock dividend, other
extraordinary dividend or other change in corporate structure or
capitalization affecting the Common Stock, the Compensation
Committee may make appropriate adjustment in the number or kind
of shares subject to options, rights and other Awards granted
under the Plan, and/or the exercise price and other terms and
conditions of Awards or appropriate adjustment in the maximum
number of shares referred to in Section 5 of the Plan, as the
Compensation Committee may determine to be necessary or
appropriate in order to prevent dilution or enlargement of the
rights of Participants.



6.	Awards Under the Plan



		6.1  Stock Options.  The Compensation Committee may grant
Incentive Stock Options ("ISO"), Non-Qualified Stock Options or
both to purchase shares of Common Stock from the Company to such
officers and key employees, in such amounts and subject to such
terms and conditions, as the Compensation Committee shall
determine in its sole discretion, subject to the provisions of
the Plan, provided, however, that in no event may any
<PAGE>Stock Option be granted hereunder after the expiration of
10 years after the date of the Plan.  The automatic or
discretionary grant of "reload" Stock Options is specifically
authorized.



		In the case of ISO's, the terms and conditions of such grants,
including the exercise price of the purchase of Common Stock,
shall be subject to and comply with the requirements of Section
422 of the Code, as from time to time amended, and any
implementing regulations.



		The exercise price at which shares of Common Stock may be
purchased pursuant to the grant of an Option shall be fixed by
the Compensation Committee at the time of grant; however, the
price of an ISO must be equal to or greater than the Fair Market
Value of the shares of Common Stock covered thereby.  The
exercise price of an ISO granted to any Participant who owns
shares of Common Stock possessing more than 10% of the total
combined voting power of all outstanding  shares of Common Stock
of the Company must be at least equal to 110% of the fair market
value of the shares of Common Stock on the date of grant. 
Options granted under the Plan will not be ISOs to the extent
that the Fair Market Value of the shares of Common Stock with
respect to which ISOs first become exercisable in any year
exceeds $100,000.



		6.2  Restricted Stock Awards.  The Compensation Committee may
grant Restricted Stock Awards ("RSAs") to such officers and key
employees, in such amounts and subject to such terms and
conditions as the Compensation Committee may determine in its
sole discretion, including such restrictions on transferability
and other restrictions as the Compensation Committee may impose,
which restrictions may lapse separately or in combination at
such times, under such circumstances, in such installments, or
otherwise, as the Compensation Committee shall determine.



		Restricted Stock granted under the Plan shall be evidenced by
certificates registered in the name of the Participant and
bearing an appropriate legend referring to the terms,
conditions, and restrictions applicable to such Restricted
Stock.  The Company shall retain physical possession of any such
certificates, and each Participant awarded Restricted Stock
shall have delivered a stock power to the Company, endorsed in
blank, relating to the Restricted Stock for so long as the
Restricted Stock is subject to a risk of forfeiture.



		Unless otherwise determined by the Compensation Committee at
the time of an Award, the holder of an RSA shall have the right
to vote the restricted shares and to receive dividends thereon,
unless and until such shares are forfeited.



		In the event all or any of the shares subject to RSA are
forfeited due to failure to meet or comply with restrictions
imposed by the Compensation Committee at the time of grant prior
to the lapse of such restrictions, the Company shall repay to
the Participant (or the Participant's estate) any cash amount
paid by the Participant for such forfeited shares.



		6.3  Consideration; Tandem and Substitute Awards. Except as
provided in this Section 6.3 or to the extent that payment of
lawful consideration may be required under the Tennessee
Business Corporation Act, only services may be required as
consideration for the grant (but not the exercise) of any Award.
 Awards granted under the Plan may, in the discretion of the
Compensation Committee, be granted either alone or in addition
to, in tandem with, or in substitution for, any other Award
granted under the Plan or any award granted under any other plan
of the Company or any business entity to be acquired by the
Company or any other right of a Participant to receive payment
from the Company. If an Award is granted in substitution for
another Award under the Plan or other award, the Compensation
Committee shall require the surrender of such additional Award
or other award in consideration for the grant of the new Award. 
Awards granted in addition to or in tandem with additional
Awards or awards under other plans may be granted either as of
the same time as or a different time from the grant of such
additional Awards or other awards.



		6.4	Vesting; Forfeiture.  Awards of Options and Restricted
Stock will vest and become non-forfeitable as determined by the
Compensation Committee.  Notwithstanding the foregoing, RSAs
shall vest and <PAGE>become non-forfeitable upon the Death,
Disability or Retirement of a Participant or upon a Change in
Control.  Subject to the provisions of Section 422A of the Code
and Rule 16b-3, Options shall become exercisable in accordance
with their terms in the event of Death, Disability or Retirement
of a Participant or upon a Change in Control.  Upon the
termination of employment of any Participant for any reason
other than Death, Disability, Retirement or Change in Control,
any unvested Options or RSAs shall expire and be forfeited to
the Company and shall thereafter be subject to reissuance under
the 1994 Plan.



7.	Award Agreements



	Awards under the Plan shall be evidenced by an agreement
approved by the Compensation Committee that sets forth the
terms, conditions and limitations of an Award.  The Compensation
Committee may amend agreements theretofore entered into, either
prospectively or retroactively, including, but not limited to,
the acceleration of vesting of or lapse of restrictions on an
Award and the extension of time to exercise an Award, except
that, no such amendment shall affect the Award in a materially
adverse manner without the consent of the Participant (except
for an amendment made to cause the Plan to qualify for an
exemption provided by Rule 16b-3).  Any Award Agreement shall
contain vesting and forfeiture provisions which are consistent
with the provisions of Section 6.4 hereof.



8.	Miscellaneous Provisions Related to Participants



		8.1.	The grant of an Award shall not be construed as giving a
Participant the right to be retained in the employ of the
Company.  The Company may at any time dismiss a Participant from
employment, free from any liability or any claim under the Plan,
unless otherwise expressly provided in the Plan or in any Award
Agreement.  No Participant or other person shall have any claim
to be granted any Award, and there is no obligation for
uniformity of treatment of Participants or holders or
beneficiaries of Awards.



		8.2.	Except as may be otherwise provided under Section 6.3, no
Award granted under the Plan, unless otherwise provided in the
Award Agreement, shall entitle the holder of such Award to any
dividend, voting or other right of a stockholder unless and
until the date of  issuance under the Plan of the shares that
are subject to such Award.



		8.3.	The purchase price of the shares of Common Stock as to
which an Option is exercised shall be paid in cash or by check,
except that the Compensation Committee may, in its discretion,
allow such payment to be by surrender of unrestricted shares of
Common Stock (valued at their then Fair Market Value at the date
of exercise), or by a combination of cash, check and
unrestricted shares of Common Stock (valued at their then Fair
Market Value at the date of exercise), or by a combination of
cash, check and unrestricted shares of Common Stock.



		8.4.	A Participant may be required to pay to the Company, and
the Company shall have the right to deduct from all amounts paid
to a Participant (whether under the Plan or otherwise), any
taxes required by law to be paid or withheld in respect of
Awards hereunder to such Participant.  The Compensation
Committee may provide for additional cash payments to holders of
Awards to defray or offset any tax arising from the grant,
vesting exercise or payment of any Award or, at the election of
the holder of the Award, the Compensation Committee may withhold
shares or accept the transfer of shares to the Company, in such
amounts as are equivalent to the Fair Market Value of the
withholding obligations.



		8.5.	If the Compensation Committee determines that such action
is advisable, the Company may assist any Participant in
obtaining financing from the Company or from any bank or other
third party, on such terms as are determined by the Compensation
Committee, and in such amount as is required to accomplish the
purposes of the Plan, including, but not limited to, permitting
the exercise of an Award and/or paying any taxes in respect
thereof to the extent permitted by law.  Such assistance may
take any form that the Compensation Committee deems appropriate,
including, but not limited to, a direct loan from the Company, a
guarantee of the obligation by <PAGE>the Company, or the
maintenance by the Company of deposits with such bank or third
party.



		8.6.	Awards, and any right that comes within the general
definition of "derivative security" of Rule 16a-1(c) under the
Exchange Act, shall not be assignable or transferable by a
Participant except by will or the laws of descent and
distribution (or pursuant to a beneficiary designation
authorized under Section 8.7), and during the Award holder's
lifetime, such Awards and rights shall be exercisable only by
such holder or such holder's duly appointed guardian or legal
representative.



		8.7.	Each Participant may file and maintain with the Company a
written designation of one or more persons as the beneficiary or
beneficiaries who shall be entitled to receive the Award or
related payment payable under the Plan upon the Participant's
death.  If no such designation is in effect at the time of a
Participant's death, or if no designated beneficiary survives
the Participant or if such designation conflicts with the law,
the Participant's estate shall be entitled to receive the Award
or related payment, if any, payable under the Plan upon the
Participant's death.



9.	Governing Law



	The validity, construction, and effect of the Plan, any rules
and regulations relating to the Plan and any Award Agreement
shall be determined in accordance with the laws of the State of
Tennessee and applicable federal law.



10.	Severability



	If any provision of the Plan or any Award is or becomes or is
deemed to be invalid, illegal, or unenforceable in any
jurisdiction or as to any Participant or Award under any law
deemed applicable by the Compensation Committee, such provision
or Award shall be construed or deemed amended to conform to
applicable laws, or if it cannot be construed or deemed amended,
in the determination of the Compensation Committee, without
materially altering the intent of the Plan or the Award, such
provision shall be stricken as to such jurisdiction, Participant
or Award and the remainder of the Plan and any such Award shall
remain in full force and effect.



11.	Unfunded Plan



	The Plan is intended to constitute an "unfunded" plan.  Unless
otherwise determined by the Compensation Committee, the Plan
shall be unfunded and shall not create (or be construed to
create) a trust or a separate fund or funds.  To the extent that
any person acquires a right to receive payments from the Company
pursuant to an Award, such right (unless otherwise determined by
the Compensation Committee) shall be no greater than the right
of any unsecured general creditor of the Company.



12.	Rule 16b-3 Compliance



		12.1	Unless a Participant could otherwise transfer an equity
security, derivative security, or shares issued upon exercise of
a derivative security granted under the Plan without incurring
liability under Section 16(b) of the Exchange Act, (i) an equity
security issued under the Plan, other than an equity security
issued pursuant to the exercise of a derivative security granted
under the Plan, shall be held for at least six months from the
date of acquisition, and (ii) at least six months shall elapse
from the date of acquisition of a derivative security to the
date of disposition of the derivative security (other than upon
exercise or conversion) or disposition of any underlying equity
security issued pursuant to the exercise or conversion of such
derivative security.



		12.2.	It is the intent of the Company that this Plan comply in
all respects with applicable provisions of Rule 16b-3 and Rule
16a-1(c)(3) under the Exchange Act in connection with any grant
of Awards to or other transaction by a Participant who is
subject to Section 16 of the Exchange Act (except for
transactions <PAGE>exempted under alternative Exchange Act Rules
or acknowledged in writing to be non-exempt by such
Participant).  Accordingly, if any provision of this Plan or any
Award Agreement does not comply with the requirements of Rule
16b-3 or Rule 16a-1(c)(3) as then applicable to any such
transaction, such provision will be construed or deemed amended
to the extent necessary to conform to the applicable
requirements of Rule 16b-3 or Rule 16a-1(c)(3) so that such
Participant shall avoid liability under Section 16(b).



		12.3.	No Option shall be granted prior to December 31, 1994,
that has an option price, base price, or exercise price less
than 50% of the fair market value of the underlying shares at
the date of grant.



13.	Effective Date and Term of Plan



		13.1.	The Plan shall be submitted to the stockholders of the
Company for their approval at the Annual Meeting of Stockholders
to be held November 22, 1994.  The Plan shall become effective
upon the affirmative vote of the holders of a majority of the
shares of Common Stock present, or represented, and entitled to
vote at the meeting.



		13.2.	The Plan shall remain in effect until August 24, 2004,
unless sooner terminated by the Board.  After this date, no
further Awards may be granted but previously granted Awards
shall remain outstanding in accordance with their applicable
terms and conditions, as stated in the Award Agreement, and
conditions of the Plan.



14.	Amendment and Termination of the Plan



		14.1.	The Plan may be amended by the Board in any respect,
without the consent of stockholders or Participants, except that
any such amendment (although effective when made) shall be
subject to the approval of the Company's stockholders within one
year after such Board action if such stockholder approval is
required by any federal or state law or regulation or the rules
of any stock exchange or automated quotation system on which the
Common Stock may then be listed or quoted, and the Board may
otherwise, in its discretion, determine to subject any other
amendment to the Plan to stockholders for approval.  In
addition, no amendment may materially impair the rights of a
Participant under any Award previously granted under the Plan
without the consent of such Participant, unless required by law.



		14.2.	The Plan may be terminated at any time by the Board.  No
further Awards may be made under the Plan after termination, but
termination shall not affect the rights of any Participant
under, or the authority of the Compensation Committee with
respect to, any grants or awards made prior to termination.
</EXHIBIT>
<EXHIBIT>
PAGE
<PAGE>
INCENTIVE STOCK OPTION AGREEMENT





	THIS AGREEMENT is entered into as of the     day of        ,
1995, (the "Agreement Date"), by and between MORGAN KEEGAN AND
COMPANY, INC., hereinafter referred to as "Company", and





                                   

hereinafter referred to as "Employee",



	WHEREAS, the 1994 restricted Stock and Incentive Stock Option
Plan (the "Plan") is intended to secure for the Company the
benefits of the incentive inherent in common stock ownership by
the employees of the Company who are largely responsible for the
Company's future growth and continued financial success; and to
afford such persons the opportunity to obtain or increase a
proprietary interest in the Company on a favorable basis and
thereafter to have an opportunity to share in its success; and



	WHEREAS, the Plan Committee which has been appointed by the
Board of Directors of the Company pursuant to the Plan and which
has the exclusive authority to determine the officers and other
key employees of the Company who are eligible to participate in
the Plan has determined that the Employee named above shall be
granted options to acquire shares of the common stock of the
Company subject to the terms and conditions of this Agreement;



	NOW, THEREFORE, the Company and the Employee hereby agree as
follows:



	1.  Shares Subject to Option.  The Company hereby grants to the
Employee as a matter of separate inducement and agreement in
connection with his employment with the Company, and not in lieu
of any salary or other compensation for his services, the option
to purchase at the time or times and on the terms and conditions
set forth in this Agreement, all or any part of an aggregate of 
         shares of the common stock of the Company at the
purchase price of $       per share pursuant to the 1994
Restricted Stock and Incentive Option Plan (the "Plan").



	2.  Time and Manner of Exercise.  None of the shares covered by
this Agreement (adjusted for changes in stock) shall be
exercisable before               .  On                 , options
for           shares shall become exercisable.  Options granted
pursuant to this Agreement shall expire in the event of the
termination of              's employment with Morgan Keegan for
any reason, whether voluntary or involuntary or by             .



	2A. The option mentioned in paragraph 2 will be exercisable
immediately if the company is sold or is merged into another
company, and Morgan Keegan, Inc. is not the surviving company.







	Subject to Paragraphs 4 through 7, the Employee may purchase
all or any part of the maximum number of shares subject to this
Agreement which shall have become exercisable as described above
at any time or from time to time, but in no case may the
Employee exercise an option for a fraction of a share.



	An option granted pursuant to this Agreement shall be
exercisable by the giving of written notice of exercise to the
Company.  Such notice shall specify the number of shares to be
purchased and shall be accompanied by payment in full of the
purchase price for the shares to be purchased.  The purchase
transaction shall be effected as soon as practical after the
fifteenth day following receipt by the Company of such a written
notice.



	3.  Form of Payment.  The full purchase price shall be payable
in cash at the time of exercise.  In lieu of cash, the Employee
may make payment, in whole or in part, by tendering shares of
common stock of the Company ("Shares") valued at fair market
value on the date the Company receives written notice of
exercise from the <PAGE>Employee in accordance with Paragraph 2;
provided that the right to make payment in stock shall be
subject to the conditions as follows:



		(A)  Shares used to purchase shares under this Agreement must
be issued to the Employee in certificate form;



		(B)  Shares used to purchase shares under this Agreement must
have been held by the Employee for a period of at least 24
months;



		(C)  Employee may pay for shares under this Agreement with
Shares no more than one time in any one calendar year; and



		(D)  The smallest number of shares that an Employee may
purchase under this Agreement with Shares is one hundred (100).



	4.  Employment Status.  Options under this Agreement shall be
exercisable during the lifetime of the employee only by him. 
Except as provided in Paragraphs 5 and 6, the Employee may not
exercise an option under this Agreement unless at the time of
exercise he has been employed by the Company continuously since
the Agreement Date.



	5.  Termination of Employment.  If the Employee's employment
with the Company terminates for any reason other than death,
disability or retirement, options granted pursuant to this 





- - 2 -



Agreement shall terminate immediately upon such a termination of
employment and the Employee shall have no further rights under
this Agreement.  If the Employee's employment terminates by
reason of disability or retirement, the Employee may at any time
within three months after termination of his employment exercise
options granted under this Agreement to the extent such options
were exercisable by him on the date of his termination of
employment.  The Employee shall have no further rights under
this Agreement after the expiration of such a three-month period.



	6.  Death.  If the Employee shall die while in the employ of
the Company, or within three months after termination of his
employment and prior to the termination of the options granted
pursuant to this Agreement, options under this Agreement may be
exercised at any time within twelve months following his death
by the person or persons to whom the Employee's rights under
this option shall pass by the Employee's will or by the laws of
descent and distribution, but only to the extent that such
options were exercisable by the Employee on the date of his
termination of employment.



	7.  Sequence of Exercise.  An option granted pursuant to this
Agreement shall not be exercisable while there is outstanding
any other option granted pursuant to the Plan that was granted
to the Employee before the Agreement Date.  An option shall be
treated as outstanding until it is exercised in full or expires
by reason of lapse of time.



	8.  Source of Shares.  Shares issued on the exercise of this
option may, at the election of the Company, be authorized and
unissued shares or issued shares that have been reacquired by
the Company.



	9.  Adjustment of Shares.  In the event that prior to the
delivery by the Company of all the shares subject to unexpired
options granted pursuant to this Agreement, there shall be any
change in the outstanding common shares of the Company through
merger, consolidation, reorganization, recapitalization, stock
dividend, split-up, combination of shares, exchange of shares,
change in corporate structure, or otherwise, appropriate
adjustments shall be made by the Committee to the kind and
maximum number of shares and price per share subject to this
option.  The <PAGE>determination by the Committee in each case
shall be conclusive and binding on the Company and the Employee
and his legal representatives.



	10. Shareholder Status.  Neither the Employee nor his legal
representatives shall have any rights or privileges of a 







- - 3 -



shareholder of the Company with respect to any of the shares
issuable on the exercise of this option unless and until
certificates representing such shares shall have been issued and
delivered to the Employee or his representatives.



	11.	Assignment and Transfer.  The rights and privileges of the
Employee granted pursuant to this Agreement may not be
transferred or assigned to any person other than the Employee,
except by will or the laws of descent and distribution.



	12.	Restrictions on Directors.  An option granted pursuant to
this Agreement to an Employee who is a member of the Board of
Directors of Morgan Keegan and Company, Inc., shall be
exercisable only during the period beginning on the fifth
business day following the release of quarterly or annual
summary statements of earnings by the Company and ending on the
twelfth business day following such day.



	13.	Construction of Terms.  The Committee serving as such
pursuant to the Plan shall have the authority to construe the
terms of this Option Agreement and to prescribe rules and
regulations relating to the administration of this Agreement.



	14.	Plan.  The Plan under which this option is granted is the
1994 Restricted Stock and Incentive Stock Option Plan.  The
Employee hereby agrees to all of the terms and conditions of the
Plan.



	IN WITNESS WHEREOF, the parties have executed this Agreement as
of the date written above.



				MORGAN KEEGAN & COMPANY, INC.







				By                           

				         Treasurer









				By                           

				         Recipient











- - 4 -
</EXHIBIT>
<EXHIBIT>
PAGE
<PAGE>
Morgan Keegan & Company, Inc.



Employee Stock Incentive Plan



Subscription Agreement/Enrollment Application



How the Plan Works



	1.	All full-time employees working as of January 1, 1995, may
elect to participate by designating from 1% to 5% of their
after-tax pay to be contributed to the Plan.  Total amount is
not to exceed $10,000 per year.



	2.	That amount will be withheld from each paycheck you receive
during the year and you hereby authorize such withholding.  At
the end of the year, shares of Morgan Keegan stock will be
purchased for you out of the funds so withheld at the lower
price of:



			a)	Eighty-five percent (85%) of the average price per share
of Morgan Keegan common stock valued on the first day of each
month during the year plus the exercise date, usually the last
business day of the year (an average of 13 days),



OR



			b)	Eighty-five percent (85%) of the fair market value per
share on the exercise date, usually the last business day of the
year.



	3.	After the shares are purchased, whole shares will be
credited to your Morgan Keegan account as soon as possible after
the determination has been made.



	4.	The maximum number of shares available this year is 225,000.
 Should the subscription exceed that amount, you will receive a
pro-rata portion based on the percentage of your subscription to
the total subscriptions.  The amount of subscriptions not used
to purchase stock will be credited to your Morgan Keegan account
prior to January 31 of the next year.



Employee Considerations



	1.	If you leave the firm prior to the exercise date, your
contribution will be refunded, but no interest will be paid to
you.

<PAGE>

	2.	Once a percentage amount is elected, it cannot be changed
during the calendar year.  If you elect to stop contributions
during the year, your money will be refunded to you without
interest.

 

	3.	You are not paid interest or dividends on the stock prior to
the exercise date.



	4.	The shares are immediately vested when you receive them.



	5.	For tax purposes, you do not recognize any gain or loss
until you actually sell the shares.



	6.	This Stock Incentive Plan is unrelated to the previous Stock
Purchase Plan and is not part of the Retirement Plan.



	7.	A copy of the actual plan is written in detail in the 1989
proxy statement on pages 15-21.  Please carefully read that
statement prior to investing.  (Contact Human Resources for a
copy of the proxy statement.)





	***** I elect to withhold the following percentage for 1995:



			1%		2%		3%		4%		5%



Name:____________________________________________________________
___



Address:_________________________________________________________
____



_________________________________________________________________
____



Social Security
#______________________________________________________



Morgan Keegan Account
#_____________________________________________





________________________________		__________________________

	(Signature of Participant)					(Date)





Accepted

	Morgan Keegan, Inc.



By:__________________________________

	(Secretary)
</EXHIBIT>
<EXHIBIT>
<PAGE>

MORGAN KEEGAN, INC.





RESTRICTED STOCK AWARD





	THIS AGREEMENT is entered into as of the ___ day of ________,
___ (the "Award Date"), by and between MORGAN KEEGAN, INC. (the
"Company"), and ____________________________ (the "Recipient").



	WHEREAS, the 1994 Restricted Stock and Incentive Stock Option
Plan (the "Plan") is intended to secure for the Company the
benefits of the incentive inherent in common stock ownership by
employees of the Company who are largely responsible for the
Company's future growth and continued financial success, and to
reward certain of its key employees with shares of the Company's
stock ("Restricted Shares") subject to restrictions set forth
herein and in Section 7 of the Plan; and



	WHEREAS, the Plan Committee which has been appointed by the
Board of Directors of the Company pursuant to the Plan and which
has the exclusive authority to determine the eligibility of
employees to participate in the Plan, has determined that the
Recipient named above shall be awarded Restricted Shares of the
common stock of the Company subject to the terms and conditions
of this Agreement;



	NOW, THEREFORE, the Company and the Recipient hereby agree as
follows:



1.  Restricted Stock Award.  The Company hereby grants to the
Recipient __________________ Restricted Shares pursuant to the
Plan and subject to the conditions and restrictions hereinafter
set forth.



2.  Transfer Restrictions.  None of the shares awarded pursuant
to this Agreement (adjusted for changes in stock as provided in
the Plan) may be sold, transferred, pledged or otherwise
encumbered during a period ("Restricted Period") of FIVE (5)
years from the Award Date.  During such Restricted Period, the
Recipient shall have the entire beneficial ownership and all
rights and privileges of a shareholder with respect to the
Restricted Shares awarded hereunder, including the right to
receive dividends and the right to vote such Restricted Shares.



3.  Retention of Shares by Company.  Upon issuance of such
shares they shall be delivered to and retained by the Treasurer
of the Company for the Recipient's account pending expiration of
the Restricted Period as hereinabove defined.



4.  Forfeiture of Rights.  In the event of termination of
employment of the Recipient with the Company or a subsidiary
thereof for any reason other than Recipient's death or
disability, all rights of the Recipient in and to the Restricted
Shares shall thereupon be forfeited, the Restricted Shares shall
forthwith be canceled and restored to the status of authorized
but unissued stock of the Company, and the Company shall have no
further obligation to the Recipient with respect thereto.



5.  Lapse of Restrictions.  Upon the expiration of the
Restricted Period, if the Recipient is in the employ

<PAGE>of the Company, or upon his termination of employment by
reason of death or disability, the restrictions herein provided
for shall lapse and the Treasurer of the Company shall forthwith
deliver to the Recipient the shares of the Company stock awarded
hereunder free of any restriction or legend with respect thereto.



6.  Withholding Tax.  As provided in Section 11 of the Plan, the
Company shall have the right to withhold with respect to any
taxes required by law to be withheld because of the award or any
election made by the Recipient with respect thereto.



7.  Representation and Covenant of Recipient.  The Recipient
does hereby represent that he has no present intention to
transfer, sell or otherwise dispose of the Restricted Shares
awarded hereunder, except as permitted by the Plan and in
compliance with applicable securities laws, and he does hereby
agree that such shares are received pursuant to the terms,
provisions and conditions of the Plan and this Agreement, to all
of which the Recipient does expressly assent, and this Agreement
shall bind and inure to the benefit of the Recipient's heirs,
legal representations, successors and assigns.



8.	Status of Agreement.  This Agreement shall be binding upon
and insure to the benefit of the Company, its successors and
assigns and the Recipient and his or her heirs, executors,
administrators and legal representatives.  This Agreement
constitutes the entire agreement between the parties with
respect to the subject matter hereof and may not be amended
except by written instrument signed by both parties.  This
Agreement will be construed in accordance with and governed by
the laws of the State of Tennessee.



	IN WITNESS WHEREOF, the parties have executed this Agreement as
of the date and year first above written.



				MORGAN KEEGAN, INC.







				By                                 

					  Joseph C. Weller

				   TreasureR




				                                   

				   Recipient

</EXHIBIT>

<PAGE>
<EXHIBIT>
MORGAN KEEGAN, INC.



1989 EMPLOYEE STOCK PURCHASE PLAN



ARTICLE 1

DEFINITIONS



The following terms when used in this plan shall have the
following meanings:



1.1.	ACCOUNT.  The term "Account" shall mean, with respect to a
Participant, the cumulative total of Payroll Deductions set
aside from time to time pursuant to the Plan for the purpose of
acquiring Option Shares.



1.2.	CODE.  The term "Code" shall mean the Internal Revenue Code
of 1986, as amended from time to time.



1.3.	COMMITTEE.  The term "Committee" shall mean the
Compensation Committee of the Board of Directors of Morgan.



1.4.	COMMON STOCK.  The term "Common Stock" shall mean the
common shares of Morgan Keegan, Inc., par value $.625, as may be
authorized from time to time by the Corporation's Articles of 
Incorporation.



1.5.	COMPANY.  The tern "Company" shall mean Morgan Keegan,
Inc., a Tennessee corporation and its subsidiaries.



1.6.	COMPENSATION.  The term "Compensation" shall mean with
respect to a Participant (a) the total annual compensation paid
to such Participant during a Plan Year by the Company and its
subsidiaries to the extent such compensation would be subject to
F.I.C.A. tax withholding but for the maximum dollar amount of
the F.I.C.A. wage base established by federal law; less (b) the
amount of such compensation that consists of contest awards,
reimbursement of moving expenses, life insurance premiums,
payments characterized as deferred compensation for purposes of
Section 404 of the Code, and compensation reportable to the
Participant on account of his participation in any Restricted
Stock or Incentive Stock Option plans of the company or any of
its subsidiaries.



1.7.	ELIGIBLE EMPLOYEE.  The term "Eligible Employee" shall mean
an Employee meeting the requirements of Section 2.2.



1.8.	EMPLOYEE.  The term "Employee" shall mean each and every
employee of the Company and its subsidiaries.



1.9.	ENTRY DATE.  The term "Entry Date" shall mean January 1,
1990 and January 1 of each succeeding calendar year during which
this Plan is effective.



1.10.	EXERCISE.  The term "Exercise" shall mean the purchase of
Common Stock for a Participant in the manner set forth in
Section 2.8 below.



1.11.	EXERCISE DATE.  The term "Exercise Date" shall mean
December 31 of each Plan Year during which <PAGE>Options shall
have been granted pursuant to the Plan.



1.12.	MORGAN.  The term "Morgan" shall mean Morgan  Keegan &
Company, Inc., a Tennessee corporation.



1.13.	OPTION.  The term "Option"  shall mean the right of an
Eligible Employee to purchase Common Stock pursuant to the Plan.



1.14.	OPTION PRICE.  The term "Option Price" shall mean the
price per share of Common Stock determined in the manner set
forth in Section 2.7 below.



1.15.	OPTION SHARE.  The term "Option Share" shall mean each
share of Common Stock purchased by a Participant upon Exercise
of an Option granted hereunder.



1.16.	PARTICIPANT.  The term "Participant" shall mean each
Eligible Employee who Participates in the Plan.



1.17.	PARTICIPATE.  The term "Participate" shall mean with
respect to each Eligible Employee the act of having Payroll
Deductions made for the purpose of acquiring Option Shares.



1.18.	PAYROLL DEDUCTION.  The term "Payroll Deduction" shall
mean money periodically deducted from the Compensation of an
Eligible Employee for the purpose of acquiring Option Shares.



1.19.	PLAN.  The term "Plan" shall mean "The Morgan Keegan, Inc.
Employee Stock Purchase Plan", as the same may be amended from
time to time.



1.20.	PLAN YEAR.  The term "Plan Year" shall mean any calendar
year during which this Plan is in effect, the first such Plan
Year being calendar year 1990.



1.21.	REGISTRATION STATEMENT.  The term "Registration Statement"
shall mean any registration statement filed with the Securities
& Exchange Commission pursuant to the Securities Act.



1.22.	REORGANIZATION.  The term "Reorganization" shall mean any
reorganization, recapitalization, stock split, stock dividend,
combination of shares, merger, consolidation, share exchange,
offering of rights, reclassification, conversion, or any other
change in the capital structure of the Company which would
affect the number of shares of Common Stock purchasable, or the
Option Price payable therefore, or both, with respect to the
Options then in effect.



1.23.	SECURITIES ACT.  The term "Securities Act" shall mean the
Securities Act of 1933, as amended for time to time.



1.24.	TERMINATION OF EMPLOYMENT.  The term "Termination of
Employment" shall mean with respect to a Participant the
termination of his or her employment by the Company or any
subsidiary thereof for any reason whatsoever, including death,
disability, retirement, dismissal, resignation or otherwise.



<PAGE>

ARTICLE 2



PLAN DESCRIPTION



2.1.	PURPOSE.  The purpose of the Plan is to provide Eligible
Employees a convenient method of acquiring shares of Common
Stock at an advantageous price.  It is felt that employee
participation in the ownership of the Company will be of mutual
benefit to employees and the Company and its subsidiaries.



2.2.	ELIGIBILITY TO PARTICIPATE.  Any Employee who is regularly
and actively employed by the Company or any subsidiary of the
Company or Morgan on an Entry Date is eligible to Participate in
the Plan; provided, however, that any Employee (a) whose
customary employment is twenty (20) hours or less per week; (b)
whose customary employment is for not more than five (5) months
in any calendar year; or (c) who, on any Entry Date, owns Common
Stock possessing five (5%) percent or more of the total combined
voting power or value of all classes of stock of the company, as
determined in accordance with Section 425(d) of the Code, shall
not be eligible to participate in the plan.



	Notwithstanding the foregoing, any Employee on leave of absence
from employment for the purpose of serving on active duty with
the Armed Forces of the United States or for such other purpose
approved by the Committee (including maternity leave, provided
that any Employee on maternity leave returns to her customary or
similar employment with Morgan, the Company, or any subsidiary
thereof within six (6) months after the date on which such leave
began) shall be considered to have been regularly and actively
employed for the purpose of determining eligibility hereunder.



2.3.	NUMBER OF SHARES TO BE OFFERED.  The maximum number of
shares of Common Stock that will be offered under the Plan is
Three Hundred Thousand (300,000).  the number of shares to be
offered during any Plan Year shall be determined by the
Committee, and the determination by the Committee shall be final
and not subject to question by any Employee: provided, however,
that no more than seventy five thousand (75,000) shares plus any
unsold allotment below seventy five thousand (75,000) shares
from any previous Plan Year may be offered by the Committee
during any Plan Year.



2.4.	ENTRY DATE.  The Entry Date during any Plan Year shall be
January 1.  The Committee may, in its discretion, grant  Options
to Eligible Employees on any Entry Date so long as the Plan has
not been terminated and the foregoing maximum number of shares
shall not have been purchased by Participants.  In order to
Participate in the Plan during a Plan Year, an Eligible Employee
must sign and deliver to the Committee, or its designated
representative (which may be an offer or ad hoc committee of
officers of the Company), no later that January 15 of each Plan
Year during which he or she desires to Participate, a
Subscription Agreement (the form of which shall be adopted by
the Committee prior to the beginning of the first Plan Year)
setting forth the Employee's name, social security number,
address, position and the percentage of his or her Compensation
to be withheld as his or her Payroll Deduction.  The Committee
shall cause the form of Subscription Agreement to be distributed
to all Eligible Employees no later than the Entry Date of any
Plan Year.  Each Eligible Employee shall sign and deliver to the
Committee additional documents and instruments reasonably
required by the Committee to properly administer the Plan.



2.5.	LIMIT OF PARTICIPATION.   Each Eligible Employee shall be
entitled to contribute to the Plan in any Plan Year the lesser
of (a) five (5%) percent of his Compensation during the Plan
Year: or (b) Ten <PAGE>Thousand ($10,000) Dollars.  By way of
additional limitation, all Participants during a Plan Year shall
be entitled to acquire Common Stock aggregating no more than the
number of shares designated by the Committee on the Entry Date. 
If, on the Exercise Date of a Plan Year, the Committee shall
determine that the maximum number of whole shares of Common
Stock purchasable at the Option Price out of the cumulative
balance of all Participants' Accounts exceeds the aggregate
number of shares with respect to which Options were granted by
the Committee on the Entry Date, then each Participant shall be
entitled to acquire only that number of shares determined in the
manner set forth in Section 2.8 below.



2.6.	PAYROLL DEDUCTION;  REIMBURSEMENT.  The Subscription
Agreement between the Eligible Employee and the Committee shall
specify a fixed percentage of the Eligible Employees
Compensation to be withheld pursuant to this Plan (subject to
the limitation hereinabove set forth), and the Eligible Employee
shall authorize the Committee to cause said percentage of
Compensation to be withheld from the Eligible Employee's net pay
payable by Morgan, the Company, or any subsidiary, for each pay
period in which the Eligible Employee receives a paycheck.  The
Committee shall cause accurate records of the Payroll Deductions
of all Participants to be maintained, and shall, upon written
request by a Participant, report to the Participant his or her
Account balance as of the date of the most-recently completed
pay period preceding the date of the Participant's request.



	Each Participant shall be entitled to terminate his or her
Participation in the Plan during a Plan Year by delivering
written notice of such termination to the Committee no later
than December 15 of the Plan Year.  Any Participant who shall
suffer a Termination of Employment effective prior to the
Exercise Date in a Plan Year shall be ineligible to Exercise his
or her Option for the Plan Year, and each such Participant shall
be deemed to have given the Committee the notice hereinabove
described as of the effective date of such Termination of
Employment (each Participant suffering such Termination of
Employment between December 15 and December 30 of such Plan Year
being deemed to have given such notice on December 15 of the
Plan Year).  Any Participant giving or deemed to have given the
forgoing notice shall be paid in cash the entire balance of that
Participant giving or deemed to have given the foregoing notice
shall be paid in cash the entire balance of the Participant's
Account for the Plan Year within fifteen (15) days after the
notice shall have been given or deemed given pursuant to this
Section, and no interest shall be paid on such amounts.



2.7.	OPTION PRICE.  The Option Price per share shall be the
lesser of the following two (2) amounts:



	(a)  The greater of (i) eighty five (85%) percent of the fair
market value per share of the Common Stock on the Entry Date;
and (ii) Eighty five (85%) percent of the average of the fair
market value per share of Common Stock on the first day of each
month during the Plan Year and the Exercise Date (the forgoing
period having thirteen (13) dates); and



	(b)  Eighty five (85%) percent of the fair market value per
share of Common Stock on the Exercise Date.



 	In determining the Option Price, the fair market value per
share of Common Stock on any relevant date shall be the average
of the highest and lowest quoted selling price of such Common
Stock on such date, and, if there are no sales or the stock
markets are closed on such date, the weighted average of the
means between the highest and lowest quoted selling prices on
the nearest date before and the nearest date after said
valuation date, such average to be weighted inversely by the
respective number of trading days between the selling dates and
the valuation date.

<PAGE>2.8.	EXERCISE OF OPTIONS.  On the Exercise Date of each
Plan Year, the committee will automatically exercise on each
Participant's behalf the Option to purchase the number of whole
Option Shares (no fractional shares will be issued under the
Plan) resulting by dividing the balance of each Participant's
Account by the Option Price determined in the foregoing manner;
provided, however, that if the aggregate number of whole Option
Shares which could be purchased by the cumulative Account
balances of all Participants exceeds the total number of shares
of Common Stock with respect to which the Committee granted
options on the Entry Date of the Plan Year, then the Committee
automatically will exercise on each Participant's behalf the
Option to purchase the number of Option Shares resulting by
multiplying the number of Option Shares purchasable by such
Participant without regard to the Committee's limitation times a
fraction, the numerator of which shall be the total number of
shares of Common Stock with respect to which the Committee
granted Options to all Participants on the Entry Date and the
denominator of which shall be the total number of whole Option
Shares which would have been purchasable by all Participants if
said limitation had not been in effect.  For example, if
Employee A had an Account balance on the Exercise Date equal to
Ten Thousand (410,000.00) Dollars, the aggregate Account
balances of all Participants amounted to One Million
($1,000,000.00) Dollars, the Option Price was Ten ($10.00)
Dollars, but the aggregate number of Option Shares with respect
to which Options were granted by the Committee amounted only to
seventy five thousand (75,000), then Employee A would be
entitled to Exercise his Option with respect to seven hundred
fifty (750) shares of Common Stock computed as follows:  1,000 x
75,000  100,000 = 750.



	However, if the number of shares of Common Stock with respect
to which Options have been granted during a Plan Year exceeds
the number of Option Shares actually acquired by Exercise on the
Exercise Date, then the Options with respect to such excess
shares shall expire on the Exercise Date; provided, however,
that Options with respect to those unissued shares may be
granted in the future.



	If a Participant's Account balance as of any Exercise Date
exceeds the aggregate Option Price payable for that
Participant's Option Shares, and the Participant shall not have
withdrawn his Account balance or suffered a Termination of
Employment prior to the Exercise Date, then such excess shall be
refunded to the Participant no later than the last day of
January in the next succeeding calendar year after the Plan
Year, together with interest on the refund amount computed for
one hundred eighty (180) days at the average annual 90-day
certificate of deposit rate as quoted by The Wall Street Journal
on the first working day of each month during the Plan Year;
provided, however, that no refund amounting to less than one
hundred dollars ($100.00) shall bear interest.



ARTICLE 3



ADMINISTRATIVE PROVISIONS



3.1.	ADMINISTRATION OF PLAN.  The Plan shall be administered
under the direction and control of the Committee.  In
administering the Plan, the Committee shall have the following
rights and power, subject only to the terms and the limitations
contained herein:



	(a)  To establish the maximum number of shares of Common Stock
with respect to which Options may be exercised during a Plan
Year (subject to the limits established in Section 2.4);



	(b)  To interpret the terms, conditions and limitations set
forth in the Plan, which determinations shall <PAGE>be final
with respect to each and every Participant;



	(c)  To refuse to grant Options during a Plan Year;



	(d)  To determine the eligibility of any Employee to
Participate;



	(e)  To make all computations, maintain all accounts, provide
for the issuance of all Option Shares, and do all other acts and
things reasonably necessary to properly administer the Plan; and 



	(f)  To revoke, alter, or amend the terms and conditions of the
Plan without obtaining the prior approval of the Participants or
the Company's shareholders, subject, however, to the limitations
hereinafter stated.



3.2.	TRANSFERABILITY; ASSIGNABILITY.  Any option granted to a
Participant pursuant to this Plan shall not be transferable or
assignable by the Participant otherwise than by will or by the
laws of decent and distribution in effect as of the date of his
or her death.  In that regard, an Eligible Employee's right to
Participate in the Plan or his or her interest in the Account
accumulated for his or her benefit shall not be subject to the
debts, contracts, or liabilities of the eligible employee until
Option shares are acquired or the Account balance refunded, and
any attempt on the part of a creditor of the Eligible Employee
to attach such right or interest shall be void and unenforceable.



3.3.	ADJUSTMENT IN CASE OF REORGANIZATION.  In the event of a
Reorganization, the Committee may make such adjustments, if any,
as it may deem appropriate in the number, kind and the Option
Price of shares of Common Stock available for purchase under the
Plan, and in the minimum and maximum number of shares which an
Eligible Employee is entitled to purchase.



3.4.	RIGHTS AS SHAREHOLDERS.  A Participant does not become the
owner of Option Shares purchased under the Plan and does not
have any voting, dividend or other rights as a shareholder of
the Company with respect to such Option Shares until the
transfer of the Option Shares to the Participant on the
shareholder records of  the Company shall have occurred.  The
Option Shares shall be transferred to the Participant within a
reasonable time after the Exercise Date of a particular Plan
Year, but only after payment in full for said Option Shares has
been made and there has been compliance with all of the
applicable provisions of the Plan.  The Option Shares may be
issued in book-entry form or in the form of physical
certificates, at the discretion of the company.  If issued in
book-entry form, the Option Shares will not be evidenced by
physical certificates, and no Participant will have the right to
demand the same.  A Participant's ownership of Option Shares
will be recorded on or through the records of the Company, and
any sales or transfers of the Option Shares must be made through
Morgan or through a margin account established by the
Participant with Morgan.  At such time as a Participant shall
become the owner of Option Shares purchased pursuant to this
Plan, the Participant shall have the right to vote, receive
dividends and enjoy all other rights as a shareholder of the
company with respect to such shares.



<PAGE>3.5.	AMENDMENT OF THE PLAN.  The Committee may, from time
to time, alter, amend, suspend or discontinue this Plan and make
rules for its administration without first obtaining approval of
the Company's shareholders, except that the Committee shall not
amend this Plan in any manner which would have the effect of
causing this Plan to not be an Employee Stock Purchase Plan as
defined and set forth in Section 423 of the Code, and any
amendment to increase the number of shares of Common Stock
specified in Section 2.3 shall require shareholder approval
within twelve (12) months before or after such amendment is
adopted by the Committee.  Notwithstanding the foregoing, the
Committee shall not terminate, alter or amend this Plan except
as of the Entry Date of a Plan year, and any termination,
alteration or amendment adopted by the Committee otherwise than
on the Entry Date of a Plan Year shall be effective as of the
next succeeding Entry Date.



3.6.	CONTROL OF FUNDS; ERISA.  The Plan shall not be subject to
the provisions of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), and the Plan shall be unfunded.  In
that regard, the cumulative amount of Account balances of all
Participants shall remain part of the general funds of the
Company and shall at all times during a Plan Year be subject to
the claims of all the Company's creditors.



3.7.	SHAREHOLDER APPROVAL; REGISTRATION.  This Plan shall not be
effective until (a) it shall have been approved by the
shareholders of the Company in accordance with that
corporation's by-laws and Tennessee law at the annual meeting of
such shareholders to be held on November 20, 1989; (b) a
Registration Statement filed with respect to the Common Stock
offered pursuant to this Plan shall have become effective, and
appropriate registration of the Common Stock with any state
agency or securities law administrator required by the Blue Sky
Law of any state shall likewise have become effective; (c) each
Participant shall have been provided a prospectus meeting the
requirements of Section 10 of the Securities Act no later than
the time such Participant delivers an executed Subscription
Agreement to the Committee, which prospectus will be updated and
supplemented as required by law; and (d) prior to the issuance
of Options Shares on any Exercise Date, the Company shall have
caused said Option Shares to be listed on the New York Stock
Exchange, whereupon the Option Shares may be freely sold by
Participants.



3.8.	RESTRICTIONS ON TRANSFER.  No Participant who is an
affiliate (as defined in the Securities Act and rules
promulgated thereunder) of the Company may sell Option Shares
purchased hereunder unless he shall either (a) cause said Option
Shares to be registered  under the Securities Act at his own
expense; (b) comply with the provisions of Rule 144 promulgated
under the Securities Act; or (c) provide the company an opinion
of competent securities counsel to the effect that said
Participant may lawfully sell Options Shares without complying
with items (a) and (b).



AS DULY ADOPTED BY THE BOARD OF DIRECTORS OF MORGAN KEEGAN, INC.
ON SEPTEMBER 29, 1989.



						/s/             JOSEPH C. WELLER        

							Joseph C. Weller,   Secretary
</EXHIBIT>
<PAGE>
<EXHIBIT>
<PAGE>
Amendment to 1989 Employee

Stock Purchase Plan



	The Morgan Keegan Employee Stock Purchase Plan ("Stock Purchase
Plan") provides a means for employees to purchase Common Stock
of the Company at an advantageous price.  The Stock Purchase
Plan is administered by the Compensation Committee.  The Company
was initially authorized to issue up to 300,000 Common Shares
pursuant to the Stock Purchase Plan, which amount has been
increased by reason of stock splits to an aggregate of 900,000
at July 31, 1994.  The Board of Directors at its regular meeting
on August 24, 1994 authorized an amendment to the Stock Purchase
Plan authorizing the issuance of an additional 1,000,000 shares,
and such amendment is presented hereby to the shareholders of
the Company for approval.  The Compensation Committee may
annually grant options to employees to purchase up to an
aggregate of 150,000 Common Shares at a price equal to 85% of
the market price of the Common Shares determined as of various
times.



	Each person employed by the Company or any subsidiary thereof 
on January 1 ("Entry Date") of any Plan year (January 1 through
December 31) is eligible to participate in the Stock Purchase
Plan unless that employee (i) customarily works 20 hours per
week or less; (ii) customarily works five months or less in any
calendar year; or (iii) owns directly or indirectly Common
shares possessing 5% or more of the total value of all
outstanding Common Shares.  Consequently, Messrs. Morgan and
Weller are ineligible to participate in the Stock Purchase Plan.
 Employees on approved military or maternity leave from
employment retain their eligibility to participate in the Stock
Purchase Plan, notwithstanding the reduction in the number of
days and hours they work during the particular calendar year
within which such leave occurs.



	The Compensation Committee has absolute discretion to grant or
not to grant options to purchase Common Shares during any Plan
Year, and may grant options to purchase up to 150,000 Common
Shares (subject to adjustment in the event of stock splits,
stock dividends, recapitalizations, reclassifications and other
reorganizations that result in changes in the outstanding Common
Shares in any Plan Year).  If employees cumulatively subscribe
to purchase more than 150,000 Common Shares pursuant to the
Stock Purchase Plan in any Plan Year, then the number of shares
purchasable by each employee will be reduced proportionally so
that no more than 150,000 shares are purchased by all eligible
employees.  Employees participate in the Stock Purchase Plan by
making an election at the beginning of each Plan Year and by
authorizing payroll deductions during such Plan Year.



	On December 31 of the Plan Year, if options to purchase Common
Shares pursuant to the Stock Purchase Plan shall have been
granted for the Plan Year, the Compensation Committee shall
purchase for each participant the number of whole Common Shares
(subject to proportionate reduction in the event of
oversubscription by all employees) determined by dividing the
participant's accumulated payroll deductions by the lesser of
the following values:



(i)	the greater of (a) 85%  of the market price per share of the
Common Shares on January 1 of the Plan Year: or (b) 85% of the
mean average market price per share on the first day of each
month during the Plan Year on December 31 thereof; or

(ii)	85% of the market price per share on December 31 of the
Plan Year.



	The balance of accumulated payroll deductions not used to
purchase Common Shares is to be promptly refunded to employees.

<PAGE>The affirmative vote of the holders of a majority of the
outstanding shares of Common Stock entitled to vote at the
Meeting is required to authorize the proposed amendment to the
1989 Plan.


</EXHIBIT>
<PAGE>
<EXHIBIT>
law offices baker, donelson, bearman, & caldwell A PROFESSIONAL
CORPORATION TWENTIETH FLOOR _ FIRST TENNESSEE BUILDING 165
MADISON AVENUE memphis, tennessee 38103 _____  (901) 526-2000
_____  FACSIMILE  (901) 577-2303  



January 20, 1995



Board of Directors

Morgan Keegan, Inc.

Morgan Keegan Tower

50 Front Street

Memphis, Tennessee 38103



Gentlemen:



	You have requested that we render certain opinions with respect
to the offering and issuance of shares of common stock
"(Shares") of Morgan Keegan, Inc. ("Company") pursuant to the
Company's Employee Stock Purchase Plan adopted by the Company's
shareholders on November 20, 1989 ("1989 Plan") and the
Company's Restricted Stock and Stock Option Plan adopted by the
Company's shareholders on November 22, 1994 ("1994 Plan")
(collectively the "Plans"), such offering and issuance being
more fully described in the Registration Statement on Form S-8
filed with the Securities and Exchange Commission ("Registration
Statement").



	As counsel for the Company, we are familiar with (a) the
Company's Charter and amendments thereto; (b) its By-laws; (c)
the 1989 Plan, including the amendment thereto adopted by the
Company's shareholders on November 22, 1994; (d) the 1994 Plan;
and (e) the corporate proceedings taken in connection with the
adoption of the Plans and the delivery of Shares thereunder.



	We have also made such further inquiries as we deem necessary
for the purpose of expressing the opinion below.



	Based upon the foregoing, we are of the opinion that the
Shares, when issued and delivered in accordance with the Plans
and the Registration Statement will be legally issued, fully
paid and nonassessable.



	We consent to the filing of this opinion as an exhibit to the
Registration Statement concerning the Plans filed with the
Securities and Exchange Commission.





						Sincerely,



						BAKER, DONELSON, BEARMAN & CALDWELL





						By:        /s/ JOHN A. GOOD
</EXHIBIT>
<PAGE>
<EXHIBIT>
EXHIBIT 23



We consent to the reference to our firm under the caption
"Experts" in the Registration Statement Form S-8 pertaining to
the Morgan Keegan, Inc., 1994 Restricted Stock and Stock Option
Plan and the Morgan Keegan, Inc., 1989 Employee Stock Purchase
Plan and to the incorporation by reference therein of our report
dated September 9, 1994, with respect to the consolidated
financial statements of Morgan Keegan, Inc. included in its
Annual Report (Form 10-K) for the year ended July 31, 1994,
filed with the Securities and Exchange Commission.





			                           /s/ Ernst & Young, LLP     

			                              Ernst & Young, LLP



Memphis, TN 

January 19, 1995

</EXHIBIT>
<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 135797}]
{"company-data": {"conformed-name": "MORGAN KEEGAN INC", "cik": "0000729600", "assigned-sic": "6211", "irs-number": "621153850", "state-of-incorporation": "TN", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-57373", "film-number": "95502190"}, "business-address": {"street1": "50 N FRONT ST", "city": "MEMPHIS", "state": "TN", "zip": "38103", "phone": "9015244100"}}
As filed with the Securities and Exchange Commission on January
19, 1995

								Registration No.           

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

                  

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                    

MORGAN KEEGAN, INC.

(Exact name of registrant as specified in its Charter)

		Tennessee						62-1153850

	(State or other jurisdiction of					(IRS Employer
Identification No.)

	incorporation or organization)

Twenty-First Floor, Morgan Keegan Tower

Fifty Front Street

Memphis, Tennessee 38103

(Address of principal executive offices)

Morgan Keegan, Inc., 1994 Restricted Stock and Stock Option Plan

Morgan Keegan, Inc., 1989 Employee Stock Purchase Plan

(Full title of the plan)

JOSEPH C. WELLER

Secretary

Morgan Keegan, Inc.

Morgan Keegan Tower, Fifty Front Street

Memphis, Tennessee 38103

(901) 524-4140

(Name, Address, including zip code, and telephone number,
including area code, of agent for service)

Copies To:

JOHN A. GOOD

DEBRA E. MCPIPKIN

Baker, Donelson, Bearman & Caldwell

165 Madison Avenue, Suite 2100

Memphis, Tennessee 38103

(901) 526-2000

CALCULATION OF REGISTRATION FEE

 Title of Securities to be Registered 	 Amount to be Registered
	Proposed Maximum Offering Price  Per Share 	Proposed Maximum
Aggregate Offering Price 	 Amount of Registration Fee 

Common Stock, par value $.625 per share 	 2,000,000 	 $12.375
(1) 	 $24,750,000 	 $8,534.48 

Plan Interests(2) 	Indeterminate 	 	 	 

_______________________________

(1)  Based on the last sales price of the Common Stock on
January 16, 1995, as reported on the New York Stock Exchange
Consolidated Tape, pursuant to Rule 457(h).  The Plan provides
for the purchase of Common Stock at the fair market value on the
dates of grants of options under the Plan, which prices are
presently indeterminable.

(2) In addition, pursuant to Rule 416(c) under the Securities
Act of 1933, this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant
to the employee benefits plan described herein.

Pursuant to Rule 462 of the 1933 Act, the Registration Statement
on Form S-8 shall be effective upon filing with the Commission.
THIS DOCUMENT, TOGETHER WITH DOCUMENTS REFERRED TO HEREIN AND
INCORPORATED HEREIN BY REFERENCE, CONSTITUTES A PROSPECTUS
COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933.

PROSPECTUS

MORGAN KEEGAN, INC.

Twenty-First Floor, Morgan Keegan Tower

Fifty Front Street

Memphis, Tennessee 38103

(901) 524-4100

Morgan Keegan, Inc. 1994 Restricted Stock and Stock Option Plan

Morgan Keegan, Inc. 1989 Employee Stock Purchase Plan

2,000,000 Shares of Common Stock, $.625 par value

This Prospectus relates to 2,000,000 shares (the "Shares") of
the Common Stock, $.625 par value, of Morgan Keegan, Inc., a
Tennessee corporation (the "Company"), which may be issued from
time to time by the Company to eligible officers and employees
of the Company and its subsidiaries pursuant to the 1989 Morgan
Keegan, Inc. Employee Stock  Purchase Plan (the "1989 Plan") and
to holders of stock options and restricted stock awards granted
or to be granted by the Company to selected officers and key
employees of the Company and any subsidiary of the Company
pursuant to the Morgan Keegan, Inc. 1994 Restricted Stock and
Stock Option Plan (the "1994 Plan").  The employees of the
Company and all its subsidiaries entitled to participate in the
1989 Plan are referred to herein collectively as "Employees" and
individually as "Employee,"  and holders of stock options and
restricted stock awards granted or to be granted under the 1994
Plan (the "Awards") are referred to herein as "Participants." 
Each offer made under the 1994 Plan pursuant to this Prospectus
is made at the price and on the terms and conditions contained
in the Award Agreements entered into between the Company and
each Participant.

The issued and outstanding Common Stock of the Company is traded
on the New York Stock Exchange.  Shares of the Common Stock
which may be issued upon exercise of Awards granted or to be
granted under the 1994 Plan, will also be traded on the New York
Stock Exchange.  On January 16, 1995, the last reported sales
price of the Common Stock on the New York Stock Exchange
Consolidated Tape was $12.375 per share.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this Prospectus is January 17, 1995.
No person has been authorized to give any information or to make
any representation not contained in this Prospectus, and, if
given or made, such or representation must not be relied upon as
having been authorized or made by the Company.  This Prospectus
does not constitute an offer to sell or a solicitation of an
offer to buy any securities other than the Common Stock offered
by this Prospectus or an offer to sell or solicitation of an
offer to buy such Common Stock in any jurisdiction to any person
to whom it is unlawful to make such offer or solicitation in
such a jurisdiction.  Neither the delivery of this Prospectus
nor any sale made hereunder shall, under any circumstances,
create any implication that there has been no change in the
affairs of the Company or that the information contained herein
is correct as of any time subsequent to the date hereof.

TABLE OF CONTENTS

Morgan Keegan, Inc.

1994 Restricted Stock and Stock Option Plan

1989 Employee Stock Purchase Plan

Page

1994 PLAN INFORMATION1

		General1

		Securities to be Offered2

		Employees Who May Participate in the 1994 Plan2

		Purchase of Securities Pursuant to the 1994 Plan and Payment
for Securities Offered2

		Resale Restrictions5

		Federal Income Tax Effects of 1994 Plan Participation6

		Withdrawal; Assignment7

		Forfeitures and Penalties7

1989 PLAN INFORMATION8

		General8

		Securities to be Offered9

		Employees Who May Participate in the 1989 Plan9

		Purchase of Securities Pursuant to the 1989 Plan and Payment
for Securities Offered9

		Resale Restrictions11

		Federal Income Tax Effects of 1989 Plan Participation11

		Investment of Funds11

		Withdrawal; Assignment12

		Forfeitures and Penalties12

		Changes and Deductions12

REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION12

PAGE
1994 PLAN INFORMATION

	The statements herein concerning the terms and provisions of
the 1994 Plan are summaries and do not purport to be complete. 
All such statements are qualified in their entirety by reference
to the full text of the 1994 Plan document as filed as an
Exhibit to the Registration Statement of which this Prospectus
is a part.

General.  This Prospectus relates, in part, to 1,000,000 shares
(the "Shares") of the Common Stock, $.625 par value, of Morgan
Keegan, Inc., a Tennessee corporation (the "Company"), which may
be issued from time to time by the Company to holders of stock
options or restricted stock awards granted or to be granted by
the Company to selected officers and key employees of the
Company and any subsidiary of the Company pursuant to the Morgan
Keegan, Inc. 1994 Restricted Stock and Stock Option Plan (the
"1994 Plan").  Holders of stock options or restricted stock
awards granted or to be granted under the 1994 Plan (the
"Awards") are referred to herein as "Participants."  Each offer
made under the 1994 Plan pursuant to this Prospectus is made at
the price and on the terms and conditions contained in the Award
Agreement entered into between the Company and each Participant.

	Purpose of the Plan.  The purpose of the 1994 Plan is to
further the success and advance the interests of the Company and
its subsidiaries by making available the Common Stock of the
Company for purchase by eligible officers and key employees of
the Company and its subsidiaries and thus to provide an
additional incentive to such personnel to continue to serve the
Company and any subsidiaries and to give them a greater interest
as stockholders in the success of the Company.

	Pursuant to the 1994 Plan, an aggregate of 1,000,000 shares of
Common Stock have been reserved for issuance by the Company as
Restricted Stock Awards ("RSAs") and upon exercise of Incentive
Stock Options and/or Non-Qualified Stock Options ("Options")
awarded to officers and key employees of the Company and any
subsidiary corporations.  Options granted under the 1994 Plan
may be Incentive Stock Options within the meaning of Section 422
of the Code or Options not so qualifying ("Non-Qualified Stock
Option").

	ERISA Applicability.  The 1994 Plan is not subject to the
provisions of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), and the 1994 Plan will be unfunded.

	Plan Administration.  Additional updating and other information
with respect to the 1994 Plan and the Common Stock offered
hereby may be provided in the future to Participants by means of
one or more supplements or appendices to this Prospectus. 
Additional information about the 1994 Plan (including a copy of
the 1994 Plan), plan administration, and the Company may be
obtained at the Company's principal offices, which are located
at Twenty-First Floor, Morgan Keegan Tower, Fifty Front Street,
Memphis, Tennessee, 38103.  The Company's telephone number is
(901) 524-4100.

	The 1994 Plan is administered by the Compensation Committee of
the Company's Board of Directors (the "Committee"), provided,
however, that in respect of awards under the 1994 Plan to
members of such Compensation Committee, the directors of the
Company who are not officers or employees thereof ("Independent
Directors") will act as the Compensation Committee.  The members
of the Committee are appointed by the Board and serve at the
pleasure of the Board.  Members of the Committee must be
"disinterested" within the meaning of Rule 16b-3 promulgated
under Rule 16(b) of the Securities Exchange Act of 1934, as
amended ("1934 Act").  A majority of the entire Committee shall
constitute a quorum, and the action of a majority of the members
present at any meeting at which a quorum is present shall be
deemed the action of the Committee.

	Subject to the express provisions of the 1994 Plan and
resolutions adopted by the Board, the Committee has authority to
interpret the 1994 Plan, to prescribe, amend and rescind the
rules and regulations relating to the 1994 Plan, and to
determine the form and content of Awards to be issued under the
1994 Plan.  In addition, the Committee is authorized to make all
other determinations deemed necessary or advisable for the
administration of the 1994 Plan 

and shall have and may exercise such other power and such
authority as may be delegated to it by the Board from
time to time.  All decisions, determinations and interpretations
of the Committee shall be final and conclusive to all persons
affected thereby.

	The current members of the Committee are Allen B. Morgan, Jr.,
William W. Deupree, Jr., John W. Stokes, Jr., and Joseph C.
Weller, each of whom shall serve as members of the Committee
until their resignation or removal by the Board.

Securities to be Offered.   The aggregate number of shares of
Common Stock which may be issued pursuant to Awards granted or
to be granted under the 1994 Plan is 1,000,000 shares, subject
to certain adjustments for changes in the capital structure of
the Company, as described below.  (See "Recapitalization,
Merger, Consolidation, Change in Control and Similar
Transactions".)  Any shares subject to an Award under the 1994
Plan which expires or is terminated unvested will again be
available for issuance under the 1994 Plan.

Employees Who May Participate in the Plan.   Restricted stock
and options to purchase Common Stock under the 1994 Plan may be
awarded to officers and key employees of the Company and any
present or future subsidiary corporations.  Incentive Stock
Options may only be granted to employees of the Company and any
of its subsidiary corporations.  In selecting participants under
the 1994 Plan (the "Participants") and in determining the number
of shares of Common Stock to be granted to each such
Participant, the Committee may consider the nature of the
services rendered by each Participant, each such Participant's
responsibilities and current and potential contribution to the
Company, and such other factors as the Committee, in its sole
discretion, shall deem relevant.  

Purchase of Securities Pursuant to the Plan and Payment for
Securities Offered.  The 1994 Plan was effective November 22,
1994.  The 1994 Plan shall continue in effect for a term of ten
years until August 24, 2004, after which no further awards may
be granted.  The future expiration of the 1994 Plan, or its
termination by the Board, will not affect any Award previously
granted.  Notwithstanding the foregoing, the granting of
Incentive Stock Options shall not be made beyond August 24, 2004.

	Award Agreements.  The Awards granted under the 1994 Plan are
evidenced by award agreements (the "Award Agreements")
substantially in the form of the Award Agreements filed as
exhibits to the Registration Statement of which this Prospectus
is a part.  Each Award Agreement, and any amendment thereto,
will contain such terms and conditions consistent with the
requirements of the 1994 Plan as the Committee shall determine. 
Such Award Agreements shall constitute the only form of reports
which participants shall receive related to the status of Awards
granted or which are exercisable under the 1994 Plan.

	Section 7 of the 1994 Plan provides that the Committee is
authorized to amend agreements theretofore entered into, either
prospectively or retroactively, including, but not limited to
the acceleration of vesting or lapse of restrictions on an Award
and the extension of time to exercise an Award, except that, no
such amendment shall affect the Award in a materially adverse
manner without the consent of the Participant (except for an
amendment made to cause the 1994 Plan to qualify for an
exemption provided by Rule 16b-3).  Any Award Agreement shall
contain vesting and forfeiture provisions which are consistent
with the provisions of Section 6.4 of the 1994 Plan. (See
"Amendment and Termination of the Plan" below.)

	Restricted Stock Awards.   Except as may be specifically
provided by the terms of the 1994 Plan, the granting of RSAs is
made at the sole discretion of the Committee, subject to such
terms and conditions as the Committee may determine in its sole
discretion, including such restrictions on transferability and
other restrictions as the Committee may impose, which
restrictions may lapse separately or in combination at such
times, under such circumstances, in such installments, or
otherwise, as the Committee shall determine.  Unless otherwise
determined by the Committee at the time of an Award, the holder
of an RSA shall have the right to vote the restricted shares and
to receive dividends thereon, unless and until such shares are
forfeited.

	Option Awards.  Except as may be specifically provided by the
terms of the 1994 Plan, the granting of
Options is within the sole discretion of the Committee, subject
to such terms and conditions as the Committee may determine in
its sole discretion, including vesting and other terms and
conditions related to the exercise of Options.

	Limitations on Options.  Except as may be specifically provided
by the terms of the 1994 Plan, the granting of Options is made
at the sole discretion of the Committee.  Options granted to any
Participant hereunder shall be treated as Incentive Stock
Options pursuant to Section 422 of the Code only to the extent
that the aggregate fair market value of Common Stock with
respect to which Options are exercisable by a Participant for
the first time during any calendar year (giving due
consideration to all other option plans of the Company) does not
exceed $100,000.  Notwithstanding the foregoing limitation, the
Committee may grant Options in excess of this limitation,
provided that such Options will not be Incentive Stock Options,
as defined in Section 422 of the Code.

	Option Price.  The exercise price for the purchase of shares
subject to an Incentive Stock Option at the date of grant may
not be less than 100 percent of the fair market value of the
shares covered by the Incentive Stock Option on that date.  If a
Participant to whom an Incentive Stock Option is granted owns
Common Stock representing more than ten percent (10%) of the
issued and outstanding Common Stock at the time the Incentive
Stock Option is granted, then the Option Price shall not be less
than 110 percent of the fair market value of the Common Stock on
the date the Incentive Stock Option is granted.  No more than
$100,000 of Incentive Stock Options can become exercisable for
the first time in any one year for any one Participant.  The
exercise price of Options must be paid for in full in cash,
check or, subject to the discretion of the Compensation
Committee, by surrender of unrestricted shares of Common Stock
(valued at their then fair market value at the date of
exercise), or by a combination of these.

	The fair market value of the Common Stock, as of any date,
shall be the last sales price of the Common Stock on such date
as reported on the New York Stock Exchange Consolidated Tape.

	Option Period.  The date by which an Option granted under the
1994 Plan must be exercised shall be established by the
Committee and set forth in the Award Agreements, but may not be
more than ten years from the date of grant of the Option, except
in the case of an employee who owns stock representing more than
10% of the Common Stock outstanding at the time the Option is
granted, the term of the Option shall not exceed five years from
the date of the grant of the Option.  In general, Options will
not be exercisable after the expiration of their term as set
forth in the Option Agreements.

	Conditions of Exercise.  Options may be exercised only at such
times specified in the 1994 Plan or the Award Agreement.  Except
as described above and as may be limited by agreement, there is
no limitation upon the number of Options that may be exercised
in any one year, and Options not exercised in any one year may
be exercised in subsequent years over the term of the Option.

	Payment for Options.  Under the 1994 Plan, full payment for
each share of Common Stock purchased upon the exercise of any
Option granted shall be made at the time of exercise of each
such Option and shall be paid in cash (in United States dollars)
or check, except that the Committee may, in its discretion,
allow such payment to be by surrender of unrestricted shares of
Common Stock, or a combination of cash and Common Stock.  Common
Stock utilized in full or partial payment of the exercise price
shall be valued at its fair market value at the date of
exercise.  The Company shall accept full or partial payment in
Common Stock only to the extent permitted by applicable law.  No
shares of Common Stock shall be issued until full payment
therefore has been received by the Company, and no Participant
shall have any rights as a shareholder of the Company until the
shares of Common Stock are issued to him.

	Termination of Employment.  Upon the termination of employment
of any Participant for any reason other than Death, Disability,
Retirement or Change in Control, any unvested Awards shall
expire and be forfeited to the Company and shall thereafter by
subject to reissuance under the 1994 Plan.  Awards will vest and
become non-forfeitable as determined by the Committee. 
Notwithstanding the foregoing, RSAs shall vest and become
non-
forfeitable upon the Death, Disability or Retirement
of a Participant or upon a Change in Control, as defined under
the 1994 Plan.  Subject to the provisions of Section 422A of the
Code and Rule 16b-3, Options shall become exercisable in
accordance with their terms in the event of Death, Disability or
Retirement of a Participant or upon a Change in Control.  Each
Participant may file and maintain with the Company a written
designation of one or more persons as the beneficiary or
beneficiaries who shall be entitled to receive the Award or
related payment payable under the 1994 Plan upon the
Participant's death.  If no such designation is in effect at the
time of a Participant's death, or if no designated beneficiary
survives the Participant or if such designation conflicts with
the law, the Participant's estate shall be entitled to receive
the Award or related payment, if any, payable under the 1994
Plan upon the Participant's death.

	Determinations and Six Month Holding Period.  Under the 1994
Plan, the Committee's determination regarding whether a
Participant's employment has ceased, and the effective date
thereof, shall be final and conclusive on all persons affected
thereby.  An equity security issued under the 1994 Plan, other
than an equity security issued pursuant to the exercise of a
derivative security granted under the 1994 Plan, shall be held
for at least six months from the date of acquisition, and at
least six months shall elapse from the date of acquisition of a
derivative security to the date of disposition of the derivative
security (other than upon exercise or conversion) or disposition
of any underlying equity security issued pursuant to the
exercise or conversion of such derivative security.

	Non-transferability.  No Award or any right that comes within
the general definition of "derivative security" of Rule 16a-1(c)
of the Exchange Act granted under the 1994 Plan is assignable or
transferable other than by will or the laws of descent and
distribution (or pursuant to a beneficiary designation
authorized under the 1994 Plan).

	Issuance of Common Stock.  Shares issued to Participants as
Restricted Stock or upon exercise of Options shall either be
newly issued shares of the Company or treasury shares purchased
in the market, at the Company's discretion.  In either case, the
Participant shall not pay any fees, commissions or other charges
for such Common Stock other than the exercise price as stated in
the Award Agreement.  Cash proceeds from the sale of Common
Stock issued pursuant to the exercise of Options will be added
to the general funds of the Company to be used for general
corporate purposes.  Shares of Common Stock shall not be issued
with respect to any Option or RSA granted under the 1994 Plan
unless the issuance and delivery of such Common Stock shall
comply with all relevant provisions of law, including, without
limitation, the Securities Act of 1933, as amended, the rules
and regulations promulgated thereunder, any applicable state
securities law, and the requirements of any stock exchange upon
which the Common Stock may then be listed.

	Inability of the Company to obtain approval from any regulatory
body or authority deemed by the Company or counsel thereto to be
necessary for the lawful issuance and sale of any Common Stock
hereunder shall relieve the Company of any liability in respect
of the non-issuance or sale of such Common Stock.  As a
condition to the exercise of an Option, the Company may require
to assure the availability of an exemption from any additional
registration requirements of federal or state securities laws.

	Recapitalization, Change in Control and Similar Transactions. 
Subject to any required action by the shareholders of the
Company, within the sole discretion of the Committee, the
aggregate number of shares of Common Stock for which Awards may
be granted under the 1994 Plan, the number of shares of Common
Stock covered by each outstanding Award, and the exercise price
per share of Common Stock of each Option shall all be
proportionately adjusted for any increase or decrease in the
number of issued and outstanding shares of Common Stock
resulting from a subdivision or consolidation of shares or the
payment of a stock dividend on the Common Stock or any other
increase or decrease in the number of such shares of Common
Stock effected without a receipt of consideration by the Company.

	In the event of any change in control, recapitalization,
merger, consolidation, reorganization, recapitalization, stock
split, stock dividend, other extraordinary dividend or other
change in corporate structure or capitalization affecting the
Common Stock, the Committee, in its sole discretion, shall have
the power, prior to or subsequent to such action or events, to
(i) appropriately adjust the number or kind of shares of Common
Stock subject to options,
rights and other Awards granted
under the 1994 Plan, and/or, the exercise price and other terms
and conditions of Awards or appropriate adjustment in the
maximum number of shares referred to in Section 5 of the 1994
Plan, as the Committee may determine to be necessary or
appropriate in order to prevent dilution or enlargement of the
rights of Participants.  However, no action may be taken by the
Committee which would cause Incentive Stock Options granted
pursuant to the 1994 Plan to fail to meet the requirements of
Section 422 of the Code.

	The Committee has at all times the power to accelerate the
exercise date of all Stock Options granted under the 1994 Plan.

	Amendment and Termination of the Plan.  The Board of Directors
may amend the 1994 Plan in any respect, without the consent of
stockholders or Participants, except that any such amendment
shall be subject to the approval of the Company's stockholders
within one year after such Board action if such stockholder
approval is required by any federal or state law or regulation
or the rules of any stock exchange or automated quotation system
on which the Common Stock may then be listed or quoted, and the
Board may otherwise, in its discretion, determine to subject any
other amendment to the 1994 Plan to stockholders for approval. 
In addition, no amendment may materially impair the rights of a
Participant under any Award previously granted under the 1994
Plan without the consent of such Participant, unless required by
law.  The 1994 Plan shall continue in effect for a term of ten
years until August 24, 2004, after which no additional Awards
may be granted.

Restrictions on Resale.   The Committee may grant RSAs to such
officers and key employees, in such amounts and subject to such
terms and conditions, including restrictions on transferability,
as the Committee may determine in its sole discretion. 
Restricted Stock granted under the 1994 Plan shall be evidenced
by certificates registered in the name of the Participant and
bearing an appropriate legend referring to the terms,
conditions, and restrictions applicable to such Restricted
Stock.  The Company shall retain physical possession of any such
certificates, and each Participant awarded Restricted Stock
shall have delivered a stock power to the Company, endorsed in
blank, relating to the Restricted Stock for so long as the
Restricted Stock is subject to a risk of forfeiture.

	In the event all or any of the shares subject to RSAs are
forfeited due to failure to meet or comply with restrictions
imposed by the Compensation Committee at the time of grant prior
to the lapse of such restrictions, the Company shall repay to
the Participant (or the Participant's estate) any cash amount
paid by the Participant for such forfeited shares.

	Unless specifically included as a term and condition of any
Option, there are no restrictions on the resale of Common Stock
acquired upon the exercise of Options.  Such shares of Common
Stock, however, may be resold only in compliance with the
registration requirements of the Securities Act of 1933, as
amended (the "1993 Act"), and applicable state securities laws.

	Under the 1933 Act, affiliates of the Company generally may
resell shares of Common Stock purchased pursuant to the 1994
Plan only (i) in accordance with the provisions of Rule 144
under the 1933 Act, or (ii) pursuant to an applicable current
and effective registration statement under the 1933 Act.

	As defined in Rule 405 under the 1933 Act, an affiliate of the
Company is a person who directly, or indirectly through one or
more intermediaries, controls, or is controlled by, or is under
common control of the Company.  The determination of whether a
person is an affiliate of the Company is primarily a factual one
based upon whether he possesses, directly or indirectly,
individually or in concert with others, the power to direct or
cause the direction of the management or policies of the
Company, whether through the ownership of voting stock, by
executive position, by membership on the Board, by contract or
otherwise.  Therefore, each Participant should consult his
counsel concerning whether he is an affiliate of the Company and
the attendant restrictions on the resale under the 1933 Act of
Common Stock acquired pursuant to the 1994 Plan.

	In addition, the receipt of an Option to purchase Common Stock
by an executive officer or director of the Company, or the
beneficial owner of 10% or more of the outstanding Common Stock,
is a reportable transaction
under Section 16 of the 1934
Act, and Forms 3, 4 or 5 are required to be filed with the
Securities and Exchange Commission in connection with such
transaction.  The sale by an executive officer, director or 10%
holder of Common Stock issued upon an exercise of an Option
within six months after the receipt of such Option may create
liability of such persons to the Company under the "short-swing
profit" provisions of Section 16(b) of the 1934 Act.

Federal Income Tax Effects of Plan Participation.  Under present
federal tax laws, awards under the 1994 Plan will have the
following consequences:

Tax Effect of Options

	The grant of an Option will not by itself result in the
recognition of taxable income to the Participant nor entitle the
Company to a deduction at the time of such grant.

	The exercise of an Option which is an "Incentive Stock Option"
within the meaning of Section 422 of the Code generally will
not, by itself, result in the recognition of taxable income to
the Participant nor entitle the Company to a deduction at the
time of such exercise.  However, the difference between the
exercise price and the fair market value of the Common Stock
underlying the Option on the date of exercise is an item of tax
preference which may, in certain situations, trigger the
alternative minimum tax for the Participant.  The Participant
will recognize capital gain or loss upon resale of the shares
received upon such exercise, provided that such shares are held
for at least one year after transfer of the shares or two years
after the grant of the Option, whichever is later.  Generally,
if the shares are not held for that period, the Optionee will
recognize ordinary income upon disposition in an amount equal to
the difference between the exercise price and the fair market
value on the date of exercise, or, if less, the sales proceeds
of the shares acquired pursuant to the Option.

	The exercise of a Non-Qualified Stock Option will result in the
recognition of ordinary income by the Participant on the date of
exercise in an amount equal to the difference between the
exercise price and the fair market value on the date of exercise
of the shares acquired pursuant to the Option.

	The Company will be allowed a tax deduction for Federal tax
purposes equal to the amount of ordinary income recognized by a
Participant at the time the Participant recognizes such ordinary
income.

	The foregoing provides a general summary of the federal income
tax consequences applicable to Options under the 1994 Plan. 
Each Participant is urged to consult his or her own tax advisor
for information regarding applicable federal and state tax
consequences.

Tax Effect of Restricted Stock

	The grant of RSAs to Participants is, for Federal income tax
purposes, a delivery of property as compensation for services as
contemplated by Section 83 of the Code.  Generally, pursuant to
Section 83 of the Code the fair market value of such property is
includable in the gross income of an individual taxpayer at such
time the property is received.  However, if such property is
subject to a substantial risk of forfeiture, the receipt of such
property is taxable to the recipient at the time such
substantial risk of forfeiture lapses, with the amount of
taxable income being the fair market value of such property at
the time of such lapse.  Such taxable income is subject to
withholding taxes and other payroll-based taxes.  Section 83(b)
of the Code provides that if the recipient of property files an
election with the Internal Revenue Service within thirty days
after receiving property for services, notwithstanding any
substantial risk of forfeiture, the fair market value of such
property at the time of receipt will be includable in the
recipient's taxable income for the tax year within which the
property is received.

	Under the 1994 Plan, RSAs will be subject to forfeiture in
certain events as determined by the Committee; therefore,
generally the receipt of RSAs will not be taxable to recipients
until such risk of forfeiture lapses.  However, recipients of
RSAs may elect to recognize taxable income at the time and
during the year RSAs are granted by making the Section 83(b)
election described above.  The foregoing provides a general
summary of the
federal income tax consequences applicable
to RSAs under the 1994 Plan.  Each Participant is urged to
consult his or her own tax advisor for information applicable to
federal and state tax consequences.

Annual Report to Shareholders.  The Company's financial
statements for the period ending July 31, 1994, as contained in
the Company's Annual Report on Form 10-K and the 1994 Annual
Report to Stockholders are incorporated by reference in the
Registration Statement to which this Prospectus is a part.  In
the future, the Company's latest Annual Report to Stockholders,
including financial statements, will be mailed to all
stockholders of record as of the close of the business on such
record date.  Any person wishing to receive a copy of such
Annual Report may obtain a copy by writing the Company at the
address set forth above under "Additional Information."

Withdrawal from the Plan; Assignment of Interest.  Awards
granted pursuant to the 1994 Plan will terminate as described
above.  (See "Purchase of Securities Pursuant to the Plan and
Payment for Securities Offered").  Rights of Participants under
Awards granted under the 1994 Plan are nonassignable except by
will or the laws of descent and distribution.  During a
Participant's lifetime, Options granted to the Participant under
the 1994 Plan are exercisable only by the Participant or such
Participant's duly appointed guardian or legal representative.

Forfeitures and Penalties.  Unexercised Options granted pursuant
to the 1994 Plan will expire as specified above and in the Award
Agreement.  Awards may not be transferred by a Participant other
than by will or the laws of descent and distribution.  Upon
termination of the Participant's employment or association with
the Company, all unvested Options or Restricted Stock Awards
granted to the Participant will be forfeited as detailed above
and may be granted to other Participants.  (See "Purchase of
Securities Pursuant to the Plan and Payment for Securities
Offered - Termination of Employment").

	The Board may suspend or terminate the 1994 Plan at any time. 
Unless sooner terminated, the 1994 Plan will terminate on August
24, 2004.
1989 PLAN INFORMATION

	The statements herein concerning the terms and provisions of
the 1989 Plan are summaries and do not purport to be complete. 
All such statements are qualified in their entirety by reference
to the full text of the 1989 Plan document as filed as an
Exhibit to the Registration Statement of which this Prospectus
is a part.

General.  This Prospectus also relates to an additional
1,000,000 Shares which may be issued from time to time by the
Company pursuant to the Morgan Keegan, Inc. 1989 Employee Stock
Purchase Plan (the "1989 Plan").  The Company was initially
authorized to issue up to 300,000 Common shares pursuant to the
Stock Purchase Plan, which amount has been increased by reason
of stock splits to an aggregate of 900,000 at July 31, 1994. 
The employees of the Company and all its subsidiaries (such
employees being sometimes hereinafter referred to collectively
as "Employees" and individually as "Employee") are entitled to
participate in the Plan.

	Purpose of the Plan.  The purpose of the 1989 Plan is to
provide Employees a convenient method through payroll deductions
to acquire Common Stock of the Company at an advantageous price.
 The 1989 Plan was created and unanimously adopted by the
Company's board of directors on September 29, 1989 and approved
by majority vote of the Company's shareholders at the Company's
annual meeting held on November 20, 1989.  The 1989 Plan has no
stated termination date but the Committee may alter, amend,
suspend or terminate the 1989 Plan as of January 1 of any year
without obtaining the prior approval of the Company's
shareholders or the Employees participating in the 1989 Plan,
except that an amendment to increase the number of shares of
Common Stock to be issued pursuant to the Plan must be submitted
to and approved by majority vote of the Company's shareholders. 
An amendment was approved by the shareholders at the Company's
annual meeting on November 22, 1994 authorizing the issuance of
an additional 1,000,000 shares.

	ERISA Applicability.  The 1989 Plan is not subject to the
provisions of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), and the 1989 Plan will be unfunded. 
In that regard, the accumulated payroll deductions made on
behalf of Employees shall remain part of the general funds of
the Company or its subsidiaries and shall at all times prior to
actual payment for Shares purchased pursuant to the 1989 Plan be
subject to the claims of creditors of the Company or subsidiary
holding such funds.

	Plan Administration.  Additional updating and other information
with respect to the 1989 Plan and the Common Stock offered
hereby may be provided in the future to Employees by means of
one or more supplements or appendices to this Prospectus. 
Additional information about the 1989 Plan (including a copy of
the 1989 Plan), plan administration, and the Company may be
obtained at the Company's principal offices at the address
stated above.

	The 1989 Plan is administered by the Committee.  Subject to the
express provisions of the 1989 Plan and resolutions adopted by
the Board, the Committee has the following rights and powers,
subject only to the terms and the limitations stated in the 1989
Plan:

	(a) To fix the number of shares of Common Stock to be offered
to Employees during a Plan Year;

	(b) To interpret the terms, conditions and limitations set
forth in the 1989 Plan, which determinations shall be final with
respect to each and every Employee;

	(c) To refuse to offer shares for purchase by Employees during
a Plan Year;

	(d) To determine the eligibility of any Employee to participate
in the 1989 Plan;

	(e) To make all computations, maintain all accounts, provide
for the issuance of all shares, and do all other acts and things
reasonably necessary to properly administer the 1989 Plan; and

	(f) To revoke, alter or amend the terms and conditions of the
1989 Plan without obtaining the prior approval
of the
Employees or the Company's shareholders, subject only to the
limitations stated in the 1989 Plan.

	In addition, the Committee is authorized to make all other
determinations deemed necessary or advisable for the
administration of the 1994 Plan and shall have and may exercise
such other power and such authority as may be delegated to it by
the Board from time to time.  All decisions, determinations and
interpretations of the Committee shall be final and conclusive
to all persons affected thereby.

	The current members of the Committee are Allen B. Morgan, Jr.,
William W. Deupree, Jr., John W. Stokes, Jr., and Joseph C.
Weller, each of whom shall serve as members of the Committee
until their resignation or removal by the Board.

Securities to be Offered.  For so long as the Plan is in effect,
on January 1 of each Plan year the Committee may, but is not
obligated to, grant Employees options to purchase Common Stock
pursuant to the 1989 Plan, subject to the maximum and annual
limits described in this paragraph.  A maximum number of
1,000,000 Shares will be offered under the 1989 Plan.  The
number of Shares to be offered during any Plan Year (January 1
through December 31) shall be determined by the Committee, and
the determination by the Committee shall be final and not
subject to question by any Employee.  However, no more than
150,000 shares plus any unsold allotment below 150,000 shares
from any previous Plan Year may be offered by the Committee
during any Plan Year.

Employees Who May Participate in the Plan.   Any Employee who is
regularly and actively employed by the Company or any subsidiary
of the Company on January 1 of any Plan Year is eligible to
participated in the 1989 Plan, except an Employee (a) whose
customary employment is twenty (20) hours or less per week; (b)
whose customary employment is for not more than five (5) months
in any calendar year; or (c) who, on any Entry Date, owns Shares
possessing five (5%) percent or more of the total combined
voting power or value of all classes of stock of the Company, as
determined in accordance with Section 425(d) of the Code. 
Presently Allen B. Morgan, Jr. and Joseph C. Weller own Shares
possessing 5% of more of the total combined voting power and
value of all classes of stock of the Company.

	Notwithstanding the foregoing, any Employee on leave of absence
from employment for the purpose of serving on active duty with
the Armed Forces of the United States or for such other purpose
approved by the Committee (including maternity leave, provided
that any Employee on maternity leave returns to her customary or
similar employment with the Company or any subsidiary thereof
within six (6) months after the date on which such leave began)
shall be considered to have been regularly and actively employed
for the purpose of determining eligibility under the 1989 Plan. 
Each eligible Employee shall be entitled to contribute to the
1989 Plan in any Plan Year the lesser of (a) five (5%) percent
of his total annual compensation (as more specifically defined
in Section 1.6 of the 1989 Plan) during the Plan Year; or (b)
Ten Thousand ($10,000.00) Dollars.

Purchase of Securities Pursuant to the Plan and Payment for
Securities Offered.  No Employee will participate in the 1989
Plan during any Plan Year unless the Committee first grants
options to purchase Shares in the manner set forth in the 1989
Plan.  In order to participate in the 1989 Plan during a Plan
Year, an Employee must sign and deliver to the Committee, or its
designated representative (which may be an officer or ad hoc
committee of officers of the Company), no later than January 15
of such Plan Year the Subscription Agreement as adopted by the
Committee setting forth the Employee's name, social security
number, address, position and the percentage of his or her
compensation to be withheld pursuant to the 1989 Plan.  The
Committee shall cause the form of Subscription Agreement to be
distributed to all Employees no later than January 1 of any Plan
Year.  Each Employee must sign and deliver to the Committee
additional documents and instruments reasonably required by the
Committee to properly administer the 1989 Plan.

	Price of Securities.  Employees participating in the 1989 Plan
will purchase Shares at the lesser of the following two (2)
prices:

	(a) The greater of (i) eighty five (85%) percent of the fair
market value per share of the Shares on January
1 of the
then current Plan Year and (ii) eighty five (85%) percent of the
average of the fair market value per share of Shares on the
first day of each month during the Plan Year and December 31 of
the Plan Year (the foregoing period having thirteen (13) dates);
and

	(b) Eighty five (85%) percent of the fair market value per
share of Shares on December 31 of the Plan Year.

In determining the above-described prices, the fair market value
per Share on any relevant date shall be the average of the
highest and lowest quoted selling price of such Shares on such
date, and if there are no sales or the stock markets are closed
on such date, the weighted average of the means between the
highest and lowest quoted selling prices on the nearest date
before and the nearest date after said valuation date, such
average to be weighted inversely by the respective number of
trading days between the selling dates and the valuation date.

	Payroll Deductions.  If the Committee grants Employees options
to purchase Shares during a Plan Year, then each Employee
electing to participate in the 1989 Plan must authorize payroll
deductions up to the lesser of 5% of the Employee's annual cash
compensation or $10,000 by submitting a Subscription Agreement
to the Committee no later than January 15 of the Plan Year. 
Said payroll deductions shall be used entirely to pay the price
for Shares purchased under the 1989 Plan.  An Employee's option
to purchase Shares under the 1989 Plan will immediately lapse if
the Employee does not submit a subscription agreement by the due
date.  The specified percentage of each Employee's compensation
will be withheld from that Employee's net pay during the year
and the amount so withheld will be credited to and accumulated
in a separate account for the Employee to be utilized in
purchasing Shares pursuant the 1989 Plan.  See "ERISA
Applicability."

	Oversubscription.  Insofar as the number of Shares that may be
purchased by 1989 Plan Participants during a Plan Year is
limited, it is likely that in a given Plan Year the aggregate
amount accumulated through Employee payroll deductions to
purchase Shares will exceed the amount needed to purchase the
number of shares fixed by the Committee at the beginning of such
Plan Year (the foregoing situation being hereinafter called an
"Oversubscription").

	In the event of an Oversubscription, each participating
Employee shall purchase the number of whole shares determined by
multiplying the total number of shares which could have been
purchased out of such Employee's accumulated payroll deductions
were it not for the Committee's limitation, times a fraction,
the numerator of which is the total number of shares fixed by
the Committee on January 1 of such Plan Year and the denominator
of which is the total number of shares which could have been
purchased out of all participating Employees' aggregate payroll
deductions were it not for the Committee's limitation.  For
example, if Employee A had withheld $10,000 during a Plan Year,
all other participating Employees had withheld $1,000,000 during
such year, the price per share payable by participating
Employees was $10 per share, but the Committee had fixed 75,000
as the number of shares to be offered under the 1989 Plan during
such year, then Employee A would purchase 750 shares computed as
follows:  1,000 x (75,000  100,000).

	Each participating Employee whose aggregate payroll deductions
during a Plan Year are not fully utilized to purchase Shares on
account of  there being an Oversubscription during that year
will receive no later than January 30 of the next succeeding
year a refund of his or her excess payroll deductions.  All such
excess payroll deductions over $100 in amount will include
interest on the excess computed for 180 days at the average
annual 90-day certificate of deposit rate as quoted by the Wall
Street Journal on the first working day of each month during the
Plan Year.

Restrictions on Resale.  Unless specifically included as a term
and condition of any stock purchase, there are no restrictions
on the resale of Shares acquired under the 1989 Plan.  Such
Shares, however, may be resold only in compliance with the
registration requirements of the Securities Act of 1933, as
amended (the "1993 Act"), and applicable state securities laws.
Federal Income Tax Effects of Plan Participation.   Under
present federal tax laws, awards under the 1994 Plan will have
the following consequences:

	1.	The 1989 Plan is designed to qualify as an Employee Stock
Purchase Plan as prescribed by Section 423 of the Internal
Revenue Code of 1986, and the tax treatment of all transactions
involving Shares acquired pursuant to the 1989 Plan will be
determined pursuant to that Section.

	2.	Employees who purchase Shares pursuant to the 1989 Plan will
not be taxed at the time of purchase on the difference between
the market value of the Shares purchased and the price paid
therefore, nor will the Company or its subsidiaries receive an
income tax deduction at that time for such difference. 
Employees will have a basis for computing gain or loss on the
sale of such Shares equal to the price paid therefore, increased
by any compensation recognized by the Employee upon sale of
Shares. 

	3.	If within one year after acquisition an Employee dies, sells
or disposes of Shares acquired pursuant to the 1989 Plan, then
the excess of the fair market value of such Shares over the
Employee's basis there for federal tax purposes will be taxable
to the Employee as ordinary income in the year of such sale or
disposition, and the Company or its subsidiaries will receive an
income tax deduction in the same amount.

	4.	If an Employee dies, sells or disposes of Shares acquired
pursuant to the 1989 Plan more than 1 year after acquisition,
then the Employee realizes ordinary income in such year of sale
equal to the lesser of (i) the excess fair market value of such
Shares on the date the option to purchase such Shares was
granted over the price paid therefore; or (ii) the excess
selling price of the Shares over the option price paid
therefore.  No deduction is allowable to the Company or its
subsidiaries for such amount.

	The foregoing provides a general summary of the federal income
tax consequences applicable to stock purchases under the 1989
Plan.  Each Employee is urged to consult his or her own tax
advisor for information regarding applicable federal and state
tax consequences.

Annual Report to Shareholders.  The Company's financial
statements for the period ending July 31, 1994, as contained in
the Company's Annual Report on Form 10-K and the 1994 Annual
Report to Stockholders are incorporated by reference in the
Registration Statement to which this Prospectus is a part.  In
the future, the Company's latest Annual Report to Stockholders,
including financial statements, will be mailed to all
stockholders of record as of the close of the business on such
record date.  Any person wishing to receive a copy of such
Annual Report may obtain a copy by writing the Company at the
address set forth above under "Additional Information."

Investment of Funds.  The Committee shall utilize the Employee
payroll deductions accumulated pursuant to the 1989 Plan to
purchase Shares for each participant pursuant to the terms of
the 1989 Plan.  The Shares may be purchases from the Company, in
which case the Company will receive the proceeds of such
purchase, or, alternatively, Shares may be purchased on the open
market by the Company for purposes of providing shares under the
1989 Plan.  No fees, commissions or other expenses are to be
paid by the 1989 Plan or out of the accumulated payroll
deductions, except ordinary brokerage commissions or spreads may
be paid in open market purchases.  The proceeds from the sale of
any Shares by the Company directly to Employees pursuant to the
1989 Plan are expected to be used by the Company's subsidiaries
as working capital.

Withdrawal from the Plan; Assignment of Interest.   Any Employee
may withdraw from participation in the 1989 Plan during any Plan
Year by giving written notice of withdrawal to the Committee no
later than December 15 of such year.  If an Employee so
withdraws, the Committee shall cause such Employee's accumulated
payroll deductions under the 1989 Plan for such year to be
disbursed to the Employee within 15 days after the notice of
withdrawal is received.  No interest will be paid on the funds
so disbursed.
Termination of Employment.  Upon the termination of employment
of any Employee for any reason prior to December 31 of any year
shall be deemed to have withdrawn from the 1989 Plan
permanently, and the Committee shall cause such Employee's
accumulated payroll deductions to be disbursed to the Employee
or his estate or legal heirs within 15 days after the Employee's
employment terminates.  No interest will be paid on the funds
disbursed.

	No Permanent Withdrawal.  Each Employee meeting the eligibility
requirements described above shall be eligible to participate in
the 1989 Plan during each year such 1989 Plan exists,
notwithstanding the fact that an employee may have withdrawn
from or chosen not to participate in the 1989 Plan during any
previous year.

	Assignability of Interests.  Rights of Employees under the plan
are unassignable, and any attempt by an Employee to assign or
otherwise transfer such rights will be void.  Interests of
Employees in accumulated payroll deductions will pass to
beneficiaries under a valid will or by the laws of intestacy of
an employee's state of domicile.

Forfeitures and Penalties.  Rights under the 1989 Plan may not
be transferred by an Employee other than by will or the laws of
descent and distribution.  Upon termination of the employee his
accumulated deductions will be disbursed as detailed above. 
(See "Withdrawal from the Plan - Termination of Employment").

	The Committee may suspend or terminate the 1989 Plan as of
January 1 of any year without obtaining the prior approval of
the Company's shareholders or the Employees participating in the
1989 Plan.

Charges and Deductions and Liens Therefore.   The accumulated
payroll deductions made on behalf of Employees shall remain part
of the general funds of the Company or its subsidiaries and
shall at all times prior to actual payment for Shares purchased
pursuant to the 1989 Plan be subject to the claims of creditors
of the Company or subsidiary holding such funds.

REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

	The Company will provide, without charge to each person to whom
a Prospectus is delivered, upon written or oral request of such
person, a copy of any or all of the documents referred to herein
or incorporated herein by reference (other than exhibits to any
such document, unless such documents are specifically
incorporated by reference into such document).  Requests for
such documents should be made to Joseph C. Weller, Secretary,
Morgan Keegan, Inc. at its principal office located at
Twenty-First Floor, Morgan Keegan Tower, Fifty Front Street,
Memphis, Tennessee 38103, Telephone (901) 524-4100.

	Any statement incorporated herein by reference shall be deemed
to be modified or superseded for purposes of this statement to
the extent that a statement contained herein or in any other
document (filed subsequent to such statement) which also is
incorporated herein by reference modifies or supersedes such
statement.  Any statement so modified or superseded shall not be
deemed, excepts as so modified or superseded, to constitute a
part of this Information.

	Experts.  The consolidated financial statements of  the Company
incorporated by reference in the Company's Annual Report (Form
10-K) for the year ended July 31, 1994, have been audited by
Ernst & Young LLP, independent auditors, as set forth in their
report thereon, included therein and incorporated herein by
reference.  Such consolidated financial statements are
incorporated herein by reference in reliance upon such report
given upon the authority of such firm as experts in accounting
and auditing.

PAGE
PART II:  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

	The following documents filed with the Commission are
incorporated herein by reference:

	(a)	The Company's Annual Report on form 10-K for the fiscal
year ended July 31, 1994 (including the Company's Notice of
Annual Meeting and Proxy Statement dated October 17, 1994
incorporated therein by reference).

	(b)	All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the 1934 Act since July 31, 1994.

	All other reports and documents subsequently filed by the
Company pursuant to Sections 13, 14, and 15(d) of the 1934 Act,
prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or
which deregisters all securities remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part
hereof from the date of the filing of such reports and documents.

Item 4.  DESCRIPTION OF SECURITIES

Not Applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

Not Applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

	The Tennessee Business Corporation Act empowers a corporation
to indemnify a director or officer of a corporation (and certain
other persons serving at the request of the corporation in
related capacities), if such person shall have acted in good
faith and in a manner he reasonably believed to be in the best
interests of the corporation, and, in any criminal proceeding,
if such person had no reasonable cause to believe that his
conduct was unlawful; provided that, in the case of actions
brought by or in the name of the corporation, no indemnification
shall be made with respect to any matter as to which such
director or officer shall have been adjudged to have breached
his duty to the corporation.

	The Charter and Bylaws of the Company provide indemnification
for directors and officers in compliance with the Tennessee
Business Corporation Act.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

	Not applicable.

Item 8.  EXHIBITS

	See Exhibit Index

Item 9.  UNDERTAKINGS

	(a)	The undersigned registrant hereby undertakes:
(1)	To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement to include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the Registration Statement.

		(2)	That for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.

		(3)	To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.

	(b)	The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report pursuant
to section 13(a) or section 15(d) of the Securities Exchange Act
of 1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.

	(c)	The undersigned registrant hereby undertakes to deliver or
cause to be delivered with the Prospectus, to each person to
whom the Prospectus is sent or given, a copy of the registrant's
Annual Report to stockholders for its last fiscal year unless
such individual otherwise has received a copy of such report, in
which case the registrant shall state in the Prospectus that it
will promptly furnish, without charge, a copy of such report on
written request of the individual.  If the last fiscal year of
the registrant has ended within 120 days prior to the use of the
Prospectus, the Annual Report of the  registrant for the
preceding fiscal year may be so delivered, but within such
120-day period the Annual Report for the last fiscal year will
be furnished to each such individual.

	(d)	Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.

PAGE
SIGNATURES

Pursuant to the requirements of the 1933 Act, the registrant
certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has
duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the
City of Memphis, State of Tennessee, on the 19th day of January,
1995.

						MORGAN KEEGAN, INC.

						                /s/ WILLIAM W. DEUPREE

						William W. Deupree, Jr., President

Pursuant to the requirements of the 1933 Act, this registration
statement has been signed below by the following persons in the
capacities and on the dates indicated.

   January 19, 1995					                /s/ WILLIAM W. DEUPREE

							William W. Deupree, President and Director

   January 19, 1995					                /s/ ALLEN B. MORGAN

							Allen B. Morgan, Jr., Chairman of the Board, Chief
								Executive Officer and Director

  January 19, 1995					                /s/ JOSEPH C. WELLER

							Joseph C. Weller, Secretary, Treasurer, Chief
								Financial Officer and Director

	

  January 19, 1995					                /s/ JOHN W. STOKES

							John W. Stokes, Jr., Vice-President and Director

  January 19, 1995					                /s/ DONALD RATAJCZAK

							Donald Ratajczak, Ph.D., Director

  January 19, 1995					                /s/ KENNETH F. CLARK

							Kenneth F. Clark, Jr., Director

  January 19, 1995					                /s/ PETER S. WILLMOTT

							Peter S. Willmott, Director

  January 19, 1995					                /s/ JAMES E. HARWOOD

							James E. Harwood, III, Director

PAGE
Morgan Keegan, Inc.

EXHIBIT INDEX

Exhibit

NumberPage

4.1	Morgan Keegan, Inc. 1994 Restricted Stock and Stock Option
Plan

4.2	Form of Award Agreement to be entered into with Participants
with respect to 

	Incentive Stock Options

4.3	Form of Award Agreement to be entered into with Participants
with respect to

	Non-Qualified Stock Options.

4.4	Form of Award Agreement to be entered into with Participants
with respect to

	Restricted Stock Awards

4.5	Morgan Keegan, Inc. 1989 Employee Stock Purchase Plan

5.	Opinion of Baker, Donelson, Bearman and Caldwell

23.	Consent of Ernst & Young, LLP

PAGE
Morgan Keegan, Inc.
1994 Restricted Stock and Stock Option Plan

1.	Purposes of the Plan

	The purposes of the Morgan Keegan, Inc. 1994 Restricted Stock
and Stock Option Plan (the "Plan") are to advance the interests
of Morgan Keegan, Inc. and its subsidiaries, including Morgan
Keegan & Company, Inc. (collectively, the "Company"), to
increase stockholder value by providing the Company's officers
and key employees with a proprietary interest in the growth and
performance of the Company and with incentives for continued
service with and rewards for outstanding service to the Company,
its subsidiaries and/or its affiliates, and to provide the
Company with an additional means to attract and retain qualified
officers and key employees.  The Plan will be known as the "1994
Restricted Stock and Stock Option Plan."  Pursuant to the Plan,
the Compensation Committee (as hereinafter designated) may grant
stock options and restricted stock awards to officers and other
key employees of Morgan Keegan, Inc., Morgan Keegan & Company,
Inc., and their respective subsidiaries and/or affiliates, on
the terms and subject to the conditions set forth in this Plan.

2.	Definitions

	As used in the Plan, the following terms shall have the
meanings set forth below:

	

		2.1  "Award" means any form of Stock Option or Restricted
Stock granted under the Plan, whether singly, in combination, or
in tandem, to a Participant by the Compensation Committee
pursuant to such terms, conditions, restrictions, and/or
limitations, if any, as the Compensation Committee may establish.

		2.2  "Award Agreement" means a written agreement setting forth
the terms of an Award.

		2.3  "Board" means the Board of Directors of Morgan Keegan,
Inc.

		2.4	"Change in Control" means any transaction pursuant to
which (i) the Company merges with another corporation and is not
the surviving entity, (ii) substantially all of the Company's
assets are sold to persons or entities not affiliated with the
Company, (iii) shares of Common Stock are issued or acquired by
persons or entities not affiliated with the Company, who, acting
as a group, have the voting power to change the composition of
the Board, or (iv) any other transaction of a nature similar to
the foregoing.

		2.5  "Code" means the Internal Revenue Code of 1986, as
amended.  References to any provision of the Code shall be
deemed to include successor provisions thereto and rules and
regulations thereunder.

		2.6  "Compensation Committee" means the Compensation Committee
of Morgan Keegan & Company, Inc.  Notwithstanding the foregoing,
with respect to Awards to members of the Compensation Committee
of Morgan Keegan & Company, Inc., the directors of Morgan
Keegan, Inc. who are not officers or employees thereof will act
as the Compensation Committee, and the term "Compensation
Committee" as used herein shall mean those persons, where the
context so requires.

		2.7  "Common Stock" means the Common Stock of the Company,
$.625 par value.

		2.8  "Company" means Morgan Keegan, Inc., its subsidiaries and
its affiliates.

		2.9  "Disability" means the inability to substantially perform
the usual duties of the person's occupation by reason of a
medically determinable physical or mental impairment which can
be expected to be of long, continued and indefinite duration as
determined by the Compensation Committee.
2.10  "Exchange Act" means the Securities Exchange Act
of 1934, as amended from time to time.  References to any
provision of the Exchange Act shall be deemed to include
successor provisions thereto and rules and regulations
thereunder.

		2.11  "Fair Market Value," unless otherwise required by an
applicable provision of the Code, as of any date, means the last
sales price of the Common Stock on such date as reported on the
New York Stock Exchange Consolidated Tape.

		2.12  "Incentive Stock Option" ("ISO") means any Stock Option
intended to be, and designated and qualifying as, an "incentive
stock option" within the meaning of Section 422 of the Code.

		2.13  "Non-Qualified Stock Option" means any Stock Option
awarded under this Plan that is not intended to be an Incentive
Stock Option or that fails to meet the requirements applicable
to an Incentive Stock Option.

		2.14  "Option" or "Stock Option" means a right granted
pursuant to the Plan to purchase shares of Common Stock, and
includes the terms Incentive Stock Option and Non-Qualified
Stock Option.

		2.15  "Option Price" or "Exercise Price" means the price per
share at which Common Stock may be purchased upon the exercise
of an Option.

		2.16  "Participant" means any individual to whom an Award has
been granted by the Compensation Committee under the Plan.

		2.17  "Restricted Stock" means shares of Common Stock issued
pursuant to a Restricted Stock Award which are subject to
forfeiture provisions or such other conditions as may be
determined by the Compensation Committee and specified in an
Award Agreement.

		2.18  "Retirement" means retirement from active employment
under a retirement plan of the Company, or pursuant to an
employment agreement with any of the aforementioned, or
termination of employment at or after age 55 under circumstances
which the Compensation Committee, in its sole discretion, deems
equivalent to retirement.

		2.19  "Termination of Employment" means the termination of a
Participant's active employment with the Company which is not
deemed to be a Retirement or a termination due to a Disability.

3.	Administration

		3.1  The Plan shall be administered and interpreted by the
Compensation Committee.

		3.2  The Compensation Committee shall have the authority to
(a) establish such rules and regulations as it deems necessary
for the proper operation and administration of the Plan; (b)
select the persons to receive Awards under the Plan; (c)
determine the form of an Award, or combinations thereof, and
whether such Awards are to operate on a tandem basis and/or in
conjunction with or apart from other awards made by the Company,
either within or outside of this Plan; (d) determine the number
of shares of Common Stock to be covered by each such Award
granted hereunder; (e) determine the terms and conditions, not
inconsistent with the terms of this Plan, of any Award granted
hereunder (including, but not limited to, any restriction or
limitation on transfer, any vesting schedule or acceleration
thereof, and any forfeiture provisions or waiver thereof),
regarding any Award and the shares of Common Stock relating
thereto, based on such factors as the Compensation Committee
shall determine, in its sole discretion; (f) determine whether
Common Stock payable with respect to an Award under this Plan
shall be deferred, either automatically or at the election of
the Participant; and (g) make any other determination or take
any action that the Compensation Committee deems necessary
or desirable for the administration of the Plan.

		3.3  Unless authority is specifically reserved to the Board
under the terms of the Plan, the Company's Charter or By-Laws,
or applicable law, the Compensation Committee shall have sole
discretion in exercising authority under the Plan.  The
Compensation Committee may delegate to officers or managers of
the Company or any subsidiary the authority, subject to such
terms as the Compensation Committee shall determine, to perform
administrative functions and, with respect to Participants not
subject to Section 16 of the Exchange Act, to perform such other
functions as the Compensation Committee may determine, to the
extent permitted under Rule 16b-3 and applicable law.  Any
decision, interpretation or other action made or taken in good
faith by or at the direction of the Company, the Board, or the
Compensation Committee (or any of its members pursuant to any
authority duly delegated to any such member) arising out of or
in connection with the Plan shall be within the absolute
discretion of all or any of them, as the case may be, and shall
be final, binding and conclusive on the Company and all
employees and Participants and their respective beneficiaries,
heirs, executors, administrators, successors and assigns.

4.	Eligibility

	Officers and key employees of the Company and its present and
future subsidiaries, who are responsible for or contribute to
the management, growth and profitability of the business of the
Company, are eligible to receive Awards under the Plan.  

5.	Shares Available for Awards

		5.1  The maximum number of shares of Common Stock of the
Company that may be used in conjunction with the grant of Awards
under the Plan is 1,000,000 (subject to adjustment as provided
in Section 5.4 below). 

		5.2  Shares of stock which are attributable to Awards which
expire or are otherwise terminated, cancelled, surrendered or
forfeited, during a calendar year, are available for issuance or
use in connection with future Awards, during the calendar year
in which they expire or otherwise become available, provided,
however, that, if any such shares could not again be available
for Awards to a Participant who is subject to Section 16 of the
Exchange Act under applicable share counting requirements of
Rule 16b-3, such shares shall be available exclusively for
Awards to Participants who are not subject to Section 16.

		5.3  Shares of Common Stock to be issued under the Plan may be
authorized and unissued shares of Common Stock, treasury stock
or a combination thereof.

		5.4  In the event of a merger, consolidation, reorganization,
recapitalization, stock split, stock dividend, other
extraordinary dividend or other change in corporate structure or
capitalization affecting the Common Stock, the Compensation
Committee may make appropriate adjustment in the number or kind
of shares subject to options, rights and other Awards granted
under the Plan, and/or the exercise price and other terms and
conditions of Awards or appropriate adjustment in the maximum
number of shares referred to in Section 5 of the Plan, as the
Compensation Committee may determine to be necessary or
appropriate in order to prevent dilution or enlargement of the
rights of Participants.

6.	Awards Under the Plan

		6.1  Stock Options.  The Compensation Committee may grant
Incentive Stock Options ("ISO"), Non-Qualified Stock Options or
both to purchase shares of Common Stock from the Company to such
officers and key employees, in such amounts and subject to such
terms and conditions, as the Compensation Committee shall
determine in its sole discretion, subject to the provisions of
the Plan, provided, however, that in no event may any
Stock Option be granted hereunder after the expiration of
10 years after the date of the Plan.  The automatic or
discretionary grant of "reload" Stock Options is specifically
authorized.

		In the case of ISO's, the terms and conditions of such grants,
including the exercise price of the purchase of Common Stock,
shall be subject to and comply with the requirements of Section
422 of the Code, as from time to time amended, and any
implementing regulations.

		The exercise price at which shares of Common Stock may be
purchased pursuant to the grant of an Option shall be fixed by
the Compensation Committee at the time of grant; however, the
price of an ISO must be equal to or greater than the Fair Market
Value of the shares of Common Stock covered thereby.  The
exercise price of an ISO granted to any Participant who owns
shares of Common Stock possessing more than 10% of the total
combined voting power of all outstanding  shares of Common Stock
of the Company must be at least equal to 110% of the fair market
value of the shares of Common Stock on the date of grant. 
Options granted under the Plan will not be ISOs to the extent
that the Fair Market Value of the shares of Common Stock with
respect to which ISOs first become exercisable in any year
exceeds $100,000.

		6.2  Restricted Stock Awards.  The Compensation Committee may
grant Restricted Stock Awards ("RSAs") to such officers and key
employees, in such amounts and subject to such terms and
conditions as the Compensation Committee may determine in its
sole discretion, including such restrictions on transferability
and other restrictions as the Compensation Committee may impose,
which restrictions may lapse separately or in combination at
such times, under such circumstances, in such installments, or
otherwise, as the Compensation Committee shall determine.

		Restricted Stock granted under the Plan shall be evidenced by
certificates registered in the name of the Participant and
bearing an appropriate legend referring to the terms,
conditions, and restrictions applicable to such Restricted
Stock.  The Company shall retain physical possession of any such
certificates, and each Participant awarded Restricted Stock
shall have delivered a stock power to the Company, endorsed in
blank, relating to the Restricted Stock for so long as the
Restricted Stock is subject to a risk of forfeiture.

		Unless otherwise determined by the Compensation Committee at
the time of an Award, the holder of an RSA shall have the right
to vote the restricted shares and to receive dividends thereon,
unless and until such shares are forfeited.

		In the event all or any of the shares subject to RSA are
forfeited due to failure to meet or comply with restrictions
imposed by the Compensation Committee at the time of grant prior
to the lapse of such restrictions, the Company shall repay to
the Participant (or the Participant's estate) any cash amount
paid by the Participant for such forfeited shares.

		6.3  Consideration; Tandem and Substitute Awards. Except as
provided in this Section 6.3 or to the extent that payment of
lawful consideration may be required under the Tennessee
Business Corporation Act, only services may be required as
consideration for the grant (but not the exercise) of any Award.
 Awards granted under the Plan may, in the discretion of the
Compensation Committee, be granted either alone or in addition
to, in tandem with, or in substitution for, any other Award
granted under the Plan or any award granted under any other plan
of the Company or any business entity to be acquired by the
Company or any other right of a Participant to receive payment
from the Company. If an Award is granted in substitution for
another Award under the Plan or other award, the Compensation
Committee shall require the surrender of such additional Award
or other award in consideration for the grant of the new Award. 
Awards granted in addition to or in tandem with additional
Awards or awards under other plans may be granted either as of
the same time as or a different time from the grant of such
additional Awards or other awards.

		6.4	Vesting; Forfeiture.  Awards of Options and Restricted
Stock will vest and become non-forfeitable as determined by the
Compensation Committee.  Notwithstanding the foregoing, RSAs
shall vest and
become non-forfeitable upon the Death,
Disability or Retirement of a Participant or upon a Change in
Control.  Subject to the provisions of Section 422A of the Code
and Rule 16b-3, Options shall become exercisable in accordance
with their terms in the event of Death, Disability or Retirement
of a Participant or upon a Change in Control.  Upon the
termination of employment of any Participant for any reason
other than Death, Disability, Retirement or Change in Control,
any unvested Options or RSAs shall expire and be forfeited to
the Company and shall thereafter be subject to reissuance under
the 1994 Plan.

7.	Award Agreements

	Awards under the Plan shall be evidenced by an agreement
approved by the Compensation Committee that sets forth the
terms, conditions and limitations of an Award.  The Compensation
Committee may amend agreements theretofore entered into, either
prospectively or retroactively, including, but not limited to,
the acceleration of vesting of or lapse of restrictions on an
Award and the extension of time to exercise an Award, except
that, no such amendment shall affect the Award in a materially
adverse manner without the consent of the Participant (except
for an amendment made to cause the Plan to qualify for an
exemption provided by Rule 16b-3).  Any Award Agreement shall
contain vesting and forfeiture provisions which are consistent
with the provisions of Section 6.4 hereof.

8.	Miscellaneous Provisions Related to Participants

		8.1.	The grant of an Award shall not be construed as giving a
Participant the right to be retained in the employ of the
Company.  The Company may at any time dismiss a Participant from
employment, free from any liability or any claim under the Plan,
unless otherwise expressly provided in the Plan or in any Award
Agreement.  No Participant or other person shall have any claim
to be granted any Award, and there is no obligation for
uniformity of treatment of Participants or holders or
beneficiaries of Awards.

		8.2.	Except as may be otherwise provided under Section 6.3, no
Award granted under the Plan, unless otherwise provided in the
Award Agreement, shall entitle the holder of such Award to any
dividend, voting or other right of a stockholder unless and
until the date of  issuance under the Plan of the shares that
are subject to such Award.

		8.3.	The purchase price of the shares of Common Stock as to
which an Option is exercised shall be paid in cash or by check,
except that the Compensation Committee may, in its discretion,
allow such payment to be by surrender of unrestricted shares of
Common Stock (valued at their then Fair Market Value at the date
of exercise), or by a combination of cash, check and
unrestricted shares of Common Stock (valued at their then Fair
Market Value at the date of exercise), or by a combination of
cash, check and unrestricted shares of Common Stock.

		8.4.	A Participant may be required to pay to the Company, and
the Company shall have the right to deduct from all amounts paid
to a Participant (whether under the Plan or otherwise), any
taxes required by law to be paid or withheld in respect of
Awards hereunder to such Participant.  The Compensation
Committee may provide for additional cash payments to holders of
Awards to defray or offset any tax arising from the grant,
vesting exercise or payment of any Award or, at the election of
the holder of the Award, the Compensation Committee may withhold
shares or accept the transfer of shares to the Company, in such
amounts as are equivalent to the Fair Market Value of the
withholding obligations.

		8.5.	If the Compensation Committee determines that such action
is advisable, the Company may assist any Participant in
obtaining financing from the Company or from any bank or other
third party, on such terms as are determined by the Compensation
Committee, and in such amount as is required to accomplish the
purposes of the Plan, including, but not limited to, permitting
the exercise of an Award and/or paying any taxes in respect
thereof to the extent permitted by law.  Such assistance may
take any form that the Compensation Committee deems appropriate,
including, but not limited to, a direct loan from the Company, a
guarantee of the obligation by
the Company, or the
maintenance by the Company of deposits with such bank or third
party.

		8.6.	Awards, and any right that comes within the general
definition of "derivative security" of Rule 16a-1(c) under the
Exchange Act, shall not be assignable or transferable by a
Participant except by will or the laws of descent and
distribution (or pursuant to a beneficiary designation
authorized under Section 8.7), and during the Award holder's
lifetime, such Awards and rights shall be exercisable only by
such holder or such holder's duly appointed guardian or legal
representative.

		8.7.	Each Participant may file and maintain with the Company a
written designation of one or more persons as the beneficiary or
beneficiaries who shall be entitled to receive the Award or
related payment payable under the Plan upon the Participant's
death.  If no such designation is in effect at the time of a
Participant's death, or if no designated beneficiary survives
the Participant or if such designation conflicts with the law,
the Participant's estate shall be entitled to receive the Award
or related payment, if any, payable under the Plan upon the
Participant's death.

9.	Governing Law

	The validity, construction, and effect of the Plan, any rules
and regulations relating to the Plan and any Award Agreement
shall be determined in accordance with the laws of the State of
Tennessee and applicable federal law.

10.	Severability

	If any provision of the Plan or any Award is or becomes or is
deemed to be invalid, illegal, or unenforceable in any
jurisdiction or as to any Participant or Award under any law
deemed applicable by the Compensation Committee, such provision
or Award shall be construed or deemed amended to conform to
applicable laws, or if it cannot be construed or deemed amended,
in the determination of the Compensation Committee, without
materially altering the intent of the Plan or the Award, such
provision shall be stricken as to such jurisdiction, Participant
or Award and the remainder of the Plan and any such Award shall
remain in full force and effect.

11.	Unfunded Plan

	The Plan is intended to constitute an "unfunded" plan.  Unless
otherwise determined by the Compensation Committee, the Plan
shall be unfunded and shall not create (or be construed to
create) a trust or a separate fund or funds.  To the extent that
any person acquires a right to receive payments from the Company
pursuant to an Award, such right (unless otherwise determined by
the Compensation Committee) shall be no greater than the right
of any unsecured general creditor of the Company.

12.	Rule 16b-3 Compliance

		12.1	Unless a Participant could otherwise transfer an equity
security, derivative security, or shares issued upon exercise of
a derivative security granted under the Plan without incurring
liability under Section 16(b) of the Exchange Act, (i) an equity
security issued under the Plan, other than an equity security
issued pursuant to the exercise of a derivative security granted
under the Plan, shall be held for at least six months from the
date of acquisition, and (ii) at least six months shall elapse
from the date of acquisition of a derivative security to the
date of disposition of the derivative security (other than upon
exercise or conversion) or disposition of any underlying equity
security issued pursuant to the exercise or conversion of such
derivative security.

		12.2.	It is the intent of the Company that this Plan comply in
all respects with applicable provisions of Rule 16b-3 and Rule
16a-1(c)(3) under the Exchange Act in connection with any grant
of Awards to or other transaction by a Participant who is
subject to Section 16 of the Exchange Act (except for
transactions
exempted under alternative Exchange Act Rules
or acknowledged in writing to be non-exempt by such
Participant).  Accordingly, if any provision of this Plan or any
Award Agreement does not comply with the requirements of Rule
16b-3 or Rule 16a-1(c)(3) as then applicable to any such
transaction, such provision will be construed or deemed amended
to the extent necessary to conform to the applicable
requirements of Rule 16b-3 or Rule 16a-1(c)(3) so that such
Participant shall avoid liability under Section 16(b).

		12.3.	No Option shall be granted prior to December 31, 1994,
that has an option price, base price, or exercise price less
than 50% of the fair market value of the underlying shares at
the date of grant.

13.	Effective Date and Term of Plan

		13.1.	The Plan shall be submitted to the stockholders of the
Company for their approval at the Annual Meeting of Stockholders
to be held November 22, 1994.  The Plan shall become effective
upon the affirmative vote of the holders of a majority of the
shares of Common Stock present, or represented, and entitled to
vote at the meeting.

		13.2.	The Plan shall remain in effect until August 24, 2004,
unless sooner terminated by the Board.  After this date, no
further Awards may be granted but previously granted Awards
shall remain outstanding in accordance with their applicable
terms and conditions, as stated in the Award Agreement, and
conditions of the Plan.

14.	Amendment and Termination of the Plan

		14.1.	The Plan may be amended by the Board in any respect,
without the consent of stockholders or Participants, except that
any such amendment (although effective when made) shall be
subject to the approval of the Company's stockholders within one
year after such Board action if such stockholder approval is
required by any federal or state law or regulation or the rules
of any stock exchange or automated quotation system on which the
Common Stock may then be listed or quoted, and the Board may
otherwise, in its discretion, determine to subject any other
amendment to the Plan to stockholders for approval.  In
addition, no amendment may materially impair the rights of a
Participant under any Award previously granted under the Plan
without the consent of such Participant, unless required by law.

		14.2.	The Plan may be terminated at any time by the Board.  No
further Awards may be made under the Plan after termination, but
termination shall not affect the rights of any Participant
under, or the authority of the Compensation Committee with
respect to, any grants or awards made prior to termination.
PAGE
INCENTIVE STOCK OPTION AGREEMENT

	THIS AGREEMENT is entered into as of the     day of        ,
1995, (the "Agreement Date"), by and between MORGAN KEEGAN AND
COMPANY, INC., hereinafter referred to as "Company", and

                                   

hereinafter referred to as "Employee",

	WHEREAS, the 1994 restricted Stock and Incentive Stock Option
Plan (the "Plan") is intended to secure for the Company the
benefits of the incentive inherent in common stock ownership by
the employees of the Company who are largely responsible for the
Company's future growth and continued financial success; and to
afford such persons the opportunity to obtain or increase a
proprietary interest in the Company on a favorable basis and
thereafter to have an opportunity to share in its success; and

	WHEREAS, the Plan Committee which has been appointed by the
Board of Directors of the Company pursuant to the Plan and which
has the exclusive authority to determine the officers and other
key employees of the Company who are eligible to participate in
the Plan has determined that the Employee named above shall be
granted options to acquire shares of the common stock of the
Company subject to the terms and conditions of this Agreement;

	NOW, THEREFORE, the Company and the Employee hereby agree as
follows:

	1.  Shares Subject to Option.  The Company hereby grants to the
Employee as a matter of separate inducement and agreement in
connection with his employment with the Company, and not in lieu
of any salary or other compensation for his services, the option
to purchase at the time or times and on the terms and conditions
set forth in this Agreement, all or any part of an aggregate of 
         shares of the common stock of the Company at the
purchase price of $       per share pursuant to the 1994
Restricted Stock and Incentive Option Plan (the "Plan").

	2.  Time and Manner of Exercise.  None of the shares covered by
this Agreement (adjusted for changes in stock) shall be
exercisable before               .  On                 , options
for           shares shall become exercisable.  Options granted
pursuant to this Agreement shall expire in the event of the
termination of              's employment with Morgan Keegan for
any reason, whether voluntary or involuntary or by             .

	2A. The option mentioned in paragraph 2 will be exercisable
immediately if the company is sold or is merged into another
company, and Morgan Keegan, Inc. is not the surviving company.

	Subject to Paragraphs 4 through 7, the Employee may purchase
all or any part of the maximum number of shares subject to this
Agreement which shall have become exercisable as described above
at any time or from time to time, but in no case may the
Employee exercise an option for a fraction of a share.

	An option granted pursuant to this Agreement shall be
exercisable by the giving of written notice of exercise to the
Company.  Such notice shall specify the number of shares to be
purchased and shall be accompanied by payment in full of the
purchase price for the shares to be purchased.  The purchase
transaction shall be effected as soon as practical after the
fifteenth day following receipt by the Company of such a written
notice.

	3.  Form of Payment.  The full purchase price shall be payable
in cash at the time of exercise.  In lieu of cash, the Employee
may make payment, in whole or in part, by tendering shares of
common stock of the Company ("Shares") valued at fair market
value on the date the Company receives written notice of
exercise from the
Employee in accordance with Paragraph 2;
provided that the right to make payment in stock shall be
subject to the conditions as follows:

		(A)  Shares used to purchase shares under this Agreement must
be issued to the Employee in certificate form;

		(B)  Shares used to purchase shares under this Agreement must
have been held by the Employee for a period of at least 24
months;

		(C)  Employee may pay for shares under this Agreement with
Shares no more than one time in any one calendar year; and

		(D)  The smallest number of shares that an Employee may
purchase under this Agreement with Shares is one hundred (100).

	4.  Employment Status.  Options under this Agreement shall be
exercisable during the lifetime of the employee only by him. 
Except as provided in Paragraphs 5 and 6, the Employee may not
exercise an option under this Agreement unless at the time of
exercise he has been employed by the Company continuously since
the Agreement Date.

	5.  Termination of Employment.  If the Employee's employment
with the Company terminates for any reason other than death,
disability or retirement, options granted pursuant to this 

- - 2 -

Agreement shall terminate immediately upon such a termination of
employment and the Employee shall have no further rights under
this Agreement.  If the Employee's employment terminates by
reason of disability or retirement, the Employee may at any time
within three months after termination of his employment exercise
options granted under this Agreement to the extent such options
were exercisable by him on the date of his termination of
employment.  The Employee shall have no further rights under
this Agreement after the expiration of such a three-month period.

	6.  Death.  If the Employee shall die while in the employ of
the Company, or within three months after termination of his
employment and prior to the termination of the options granted
pursuant to this Agreement, options under this Agreement may be
exercised at any time within twelve months following his death
by the person or persons to whom the Employee's rights under
this option shall pass by the Employee's will or by the laws of
descent and distribution, but only to the extent that such
options were exercisable by the Employee on the date of his
termination of employment.

	7.  Sequence of Exercise.  An option granted pursuant to this
Agreement shall not be exercisable while there is outstanding
any other option granted pursuant to the Plan that was granted
to the Employee before the Agreement Date.  An option shall be
treated as outstanding until it is exercised in full or expires
by reason of lapse of time.

	8.  Source of Shares.  Shares issued on the exercise of this
option may, at the election of the Company, be authorized and
unissued shares or issued shares that have been reacquired by
the Company.

	9.  Adjustment of Shares.  In the event that prior to the
delivery by the Company of all the shares subject to unexpired
options granted pursuant to this Agreement, there shall be any
change in the outstanding common shares of the Company through
merger, consolidation, reorganization, recapitalization, stock
dividend, split-up, combination of shares, exchange of shares,
change in corporate structure, or otherwise, appropriate
adjustments shall be made by the Committee to the kind and
maximum number of shares and price per share subject to this
option.  The
determination by the Committee in each case
shall be conclusive and binding on the Company and the Employee
and his legal representatives.

	10. Shareholder Status.  Neither the Employee nor his legal
representatives shall have any rights or privileges of a 

- - 3 -

shareholder of the Company with respect to any of the shares
issuable on the exercise of this option unless and until
certificates representing such shares shall have been issued and
delivered to the Employee or his representatives.

	11.	Assignment and Transfer.  The rights and privileges of the
Employee granted pursuant to this Agreement may not be
transferred or assigned to any person other than the Employee,
except by will or the laws of descent and distribution.

	12.	Restrictions on Directors.  An option granted pursuant to
this Agreement to an Employee who is a member of the Board of
Directors of Morgan Keegan and Company, Inc., shall be
exercisable only during the period beginning on the fifth
business day following the release of quarterly or annual
summary statements of earnings by the Company and ending on the
twelfth business day following such day.

	13.	Construction of Terms.  The Committee serving as such
pursuant to the Plan shall have the authority to construe the
terms of this Option Agreement and to prescribe rules and
regulations relating to the administration of this Agreement.

	14.	Plan.  The Plan under which this option is granted is the
1994 Restricted Stock and Incentive Stock Option Plan.  The
Employee hereby agrees to all of the terms and conditions of the
Plan.

	IN WITNESS WHEREOF, the parties have executed this Agreement as
of the date written above.

				MORGAN KEEGAN & COMPANY, INC.

				By                           

				         Treasurer

				By                           

				         Recipient

- - 4 -
PAGE
Morgan Keegan & Company, Inc.

Employee Stock Incentive Plan

Subscription Agreement/Enrollment Application

How the Plan Works

	1.	All full-time employees working as of January 1, 1995, may
elect to participate by designating from 1% to 5% of their
after-tax pay to be contributed to the Plan.  Total amount is
not to exceed $10,000 per year.

	2.	That amount will be withheld from each paycheck you receive
during the year and you hereby authorize such withholding.  At
the end of the year, shares of Morgan Keegan stock will be
purchased for you out of the funds so withheld at the lower
price of:

			a)	Eighty-five percent (85%) of the average price per share
of Morgan Keegan common stock valued on the first day of each
month during the year plus the exercise date, usually the last
business day of the year (an average of 13 days),

OR

			b)	Eighty-five percent (85%) of the fair market value per
share on the exercise date, usually the last business day of the
year.

	3.	After the shares are purchased, whole shares will be
credited to your Morgan Keegan account as soon as possible after
the determination has been made.

	4.	The maximum number of shares available this year is 225,000.
 Should the subscription exceed that amount, you will receive a
pro-rata portion based on the percentage of your subscription to
the total subscriptions.  The amount of subscriptions not used
to purchase stock will be credited to your Morgan Keegan account
prior to January 31 of the next year.

Employee Considerations

	1.	If you leave the firm prior to the exercise date, your
contribution will be refunded, but no interest will be paid to
you.
2.	Once a percentage amount is elected, it cannot be changed
during the calendar year.  If you elect to stop contributions
during the year, your money will be refunded to you without
interest.

 

	3.	You are not paid interest or dividends on the stock prior to
the exercise date.

	4.	The shares are immediately vested when you receive them.

	5.	For tax purposes, you do not recognize any gain or loss
until you actually sell the shares.

	6.	This Stock Incentive Plan is unrelated to the previous Stock
Purchase Plan and is not part of the Retirement Plan.

	7.	A copy of the actual plan is written in detail in the 1989
proxy statement on pages 15-21.  Please carefully read that
statement prior to investing.  (Contact Human Resources for a
copy of the proxy statement.)

	***** I elect to withhold the following percentage for 1995:

			1%		2%		3%		4%		5%

Name:____________________________________________________________
___

Address:_________________________________________________________
____

_________________________________________________________________
____

Social Security
#______________________________________________________

Morgan Keegan Account
#_____________________________________________

________________________________		__________________________

	(Signature of Participant)					(Date)

Accepted

	Morgan Keegan, Inc.

By:__________________________________

	(Secretary)
MORGAN KEEGAN, INC.

RESTRICTED STOCK AWARD

	THIS AGREEMENT is entered into as of the ___ day of ________,
___ (the "Award Date"), by and between MORGAN KEEGAN, INC. (the
"Company"), and ____________________________ (the "Recipient").

	WHEREAS, the 1994 Restricted Stock and Incentive Stock Option
Plan (the "Plan") is intended to secure for the Company the
benefits of the incentive inherent in common stock ownership by
employees of the Company who are largely responsible for the
Company's future growth and continued financial success, and to
reward certain of its key employees with shares of the Company's
stock ("Restricted Shares") subject to restrictions set forth
herein and in Section 7 of the Plan; and

	WHEREAS, the Plan Committee which has been appointed by the
Board of Directors of the Company pursuant to the Plan and which
has the exclusive authority to determine the eligibility of
employees to participate in the Plan, has determined that the
Recipient named above shall be awarded Restricted Shares of the
common stock of the Company subject to the terms and conditions
of this Agreement;

	NOW, THEREFORE, the Company and the Recipient hereby agree as
follows:

1.  Restricted Stock Award.  The Company hereby grants to the
Recipient __________________ Restricted Shares pursuant to the
Plan and subject to the conditions and restrictions hereinafter
set forth.

2.  Transfer Restrictions.  None of the shares awarded pursuant
to this Agreement (adjusted for changes in stock as provided in
the Plan) may be sold, transferred, pledged or otherwise
encumbered during a period ("Restricted Period") of FIVE (5)
years from the Award Date.  During such Restricted Period, the
Recipient shall have the entire beneficial ownership and all
rights and privileges of a shareholder with respect to the
Restricted Shares awarded hereunder, including the right to
receive dividends and the right to vote such Restricted Shares.

3.  Retention of Shares by Company.  Upon issuance of such
shares they shall be delivered to and retained by the Treasurer
of the Company for the Recipient's account pending expiration of
the Restricted Period as hereinabove defined.

4.  Forfeiture of Rights.  In the event of termination of
employment of the Recipient with the Company or a subsidiary
thereof for any reason other than Recipient's death or
disability, all rights of the Recipient in and to the Restricted
Shares shall thereupon be forfeited, the Restricted Shares shall
forthwith be canceled and restored to the status of authorized
but unissued stock of the Company, and the Company shall have no
further obligation to the Recipient with respect thereto.

5.  Lapse of Restrictions.  Upon the expiration of the
Restricted Period, if the Recipient is in the employ
of the Company, or upon his termination of employment by
reason of death or disability, the restrictions herein provided
for shall lapse and the Treasurer of the Company shall forthwith
deliver to the Recipient the shares of the Company stock awarded
hereunder free of any restriction or legend with respect thereto.

6.  Withholding Tax.  As provided in Section 11 of the Plan, the
Company shall have the right to withhold with respect to any
taxes required by law to be withheld because of the award or any
election made by the Recipient with respect thereto.

7.  Representation and Covenant of Recipient.  The Recipient
does hereby represent that he has no present intention to
transfer, sell or otherwise dispose of the Restricted Shares
awarded hereunder, except as permitted by the Plan and in
compliance with applicable securities laws, and he does hereby
agree that such shares are received pursuant to the terms,
provisions and conditions of the Plan and this Agreement, to all
of which the Recipient does expressly assent, and this Agreement
shall bind and inure to the benefit of the Recipient's heirs,
legal representations, successors and assigns.

8.	Status of Agreement.  This Agreement shall be binding upon
and insure to the benefit of the Company, its successors and
assigns and the Recipient and his or her heirs, executors,
administrators and legal representatives.  This Agreement
constitutes the entire agreement between the parties with
respect to the subject matter hereof and may not be amended
except by written instrument signed by both parties.  This
Agreement will be construed in accordance with and governed by
the laws of the State of Tennessee.

	IN WITNESS WHEREOF, the parties have executed this Agreement as
of the date and year first above written.

				MORGAN KEEGAN, INC.

				By                                 

					  Joseph C. Weller

				   TreasureR

				                                   

				   Recipient
MORGAN KEEGAN, INC.

1989 EMPLOYEE STOCK PURCHASE PLAN

ARTICLE 1

DEFINITIONS

The following terms when used in this plan shall have the
following meanings:

1.1.	ACCOUNT.  The term "Account" shall mean, with respect to a
Participant, the cumulative total of Payroll Deductions set
aside from time to time pursuant to the Plan for the purpose of
acquiring Option Shares.

1.2.	CODE.  The term "Code" shall mean the Internal Revenue Code
of 1986, as amended from time to time.

1.3.	COMMITTEE.  The term "Committee" shall mean the
Compensation Committee of the Board of Directors of Morgan.

1.4.	COMMON STOCK.  The term "Common Stock" shall mean the
common shares of Morgan Keegan, Inc., par value $.625, as may be
authorized from time to time by the Corporation's Articles of 
Incorporation.

1.5.	COMPANY.  The tern "Company" shall mean Morgan Keegan,
Inc., a Tennessee corporation and its subsidiaries.

1.6.	COMPENSATION.  The term "Compensation" shall mean with
respect to a Participant (a) the total annual compensation paid
to such Participant during a Plan Year by the Company and its
subsidiaries to the extent such compensation would be subject to
F.I.C.A. tax withholding but for the maximum dollar amount of
the F.I.C.A. wage base established by federal law; less (b) the
amount of such compensation that consists of contest awards,
reimbursement of moving expenses, life insurance premiums,
payments characterized as deferred compensation for purposes of
Section 404 of the Code, and compensation reportable to the
Participant on account of his participation in any Restricted
Stock or Incentive Stock Option plans of the company or any of
its subsidiaries.

1.7.	ELIGIBLE EMPLOYEE.  The term "Eligible Employee" shall mean
an Employee meeting the requirements of Section 2.2.

1.8.	EMPLOYEE.  The term "Employee" shall mean each and every
employee of the Company and its subsidiaries.

1.9.	ENTRY DATE.  The term "Entry Date" shall mean January 1,
1990 and January 1 of each succeeding calendar year during which
this Plan is effective.

1.10.	EXERCISE.  The term "Exercise" shall mean the purchase of
Common Stock for a Participant in the manner set forth in
Section 2.8 below.

1.11.	EXERCISE DATE.  The term "Exercise Date" shall mean
December 31 of each Plan Year during which
Options shall
have been granted pursuant to the Plan.

1.12.	MORGAN.  The term "Morgan" shall mean Morgan  Keegan &
Company, Inc., a Tennessee corporation.

1.13.	OPTION.  The term "Option"  shall mean the right of an
Eligible Employee to purchase Common Stock pursuant to the Plan.

1.14.	OPTION PRICE.  The term "Option Price" shall mean the
price per share of Common Stock determined in the manner set
forth in Section 2.7 below.

1.15.	OPTION SHARE.  The term "Option Share" shall mean each
share of Common Stock purchased by a Participant upon Exercise
of an Option granted hereunder.

1.16.	PARTICIPANT.  The term "Participant" shall mean each
Eligible Employee who Participates in the Plan.

1.17.	PARTICIPATE.  The term "Participate" shall mean with
respect to each Eligible Employee the act of having Payroll
Deductions made for the purpose of acquiring Option Shares.

1.18.	PAYROLL DEDUCTION.  The term "Payroll Deduction" shall
mean money periodically deducted from the Compensation of an
Eligible Employee for the purpose of acquiring Option Shares.

1.19.	PLAN.  The term "Plan" shall mean "The Morgan Keegan, Inc.
Employee Stock Purchase Plan", as the same may be amended from
time to time.

1.20.	PLAN YEAR.  The term "Plan Year" shall mean any calendar
year during which this Plan is in effect, the first such Plan
Year being calendar year 1990.

1.21.	REGISTRATION STATEMENT.  The term "Registration Statement"
shall mean any registration statement filed with the Securities
& Exchange Commission pursuant to the Securities Act.

1.22.	REORGANIZATION.  The term "Reorganization" shall mean any
reorganization, recapitalization, stock split, stock dividend,
combination of shares, merger, consolidation, share exchange,
offering of rights, reclassification, conversion, or any other
change in the capital structure of the Company which would
affect the number of shares of Common Stock purchasable, or the
Option Price payable therefore, or both, with respect to the
Options then in effect.

1.23.	SECURITIES ACT.  The term "Securities Act" shall mean the
Securities Act of 1933, as amended for time to time.

1.24.	TERMINATION OF EMPLOYMENT.  The term "Termination of
Employment" shall mean with respect to a Participant the
termination of his or her employment by the Company or any
subsidiary thereof for any reason whatsoever, including death,
disability, retirement, dismissal, resignation or otherwise.
ARTICLE 2

PLAN DESCRIPTION

2.1.	PURPOSE.  The purpose of the Plan is to provide Eligible
Employees a convenient method of acquiring shares of Common
Stock at an advantageous price.  It is felt that employee
participation in the ownership of the Company will be of mutual
benefit to employees and the Company and its subsidiaries.

2.2.	ELIGIBILITY TO PARTICIPATE.  Any Employee who is regularly
and actively employed by the Company or any subsidiary of the
Company or Morgan on an Entry Date is eligible to Participate in
the Plan; provided, however, that any Employee (a) whose
customary employment is twenty (20) hours or less per week; (b)
whose customary employment is for not more than five (5) months
in any calendar year; or (c) who, on any Entry Date, owns Common
Stock possessing five (5%) percent or more of the total combined
voting power or value of all classes of stock of the company, as
determined in accordance with Section 425(d) of the Code, shall
not be eligible to participate in the plan.

	Notwithstanding the foregoing, any Employee on leave of absence
from employment for the purpose of serving on active duty with
the Armed Forces of the United States or for such other purpose
approved by the Committee (including maternity leave, provided
that any Employee on maternity leave returns to her customary or
similar employment with Morgan, the Company, or any subsidiary
thereof within six (6) months after the date on which such leave
began) shall be considered to have been regularly and actively
employed for the purpose of determining eligibility hereunder.

2.3.	NUMBER OF SHARES TO BE OFFERED.  The maximum number of
shares of Common Stock that will be offered under the Plan is
Three Hundred Thousand (300,000).  the number of shares to be
offered during any Plan Year shall be determined by the
Committee, and the determination by the Committee shall be final
and not subject to question by any Employee: provided, however,
that no more than seventy five thousand (75,000) shares plus any
unsold allotment below seventy five thousand (75,000) shares
from any previous Plan Year may be offered by the Committee
during any Plan Year.

2.4.	ENTRY DATE.  The Entry Date during any Plan Year shall be
January 1.  The Committee may, in its discretion, grant  Options
to Eligible Employees on any Entry Date so long as the Plan has
not been terminated and the foregoing maximum number of shares
shall not have been purchased by Participants.  In order to
Participate in the Plan during a Plan Year, an Eligible Employee
must sign and deliver to the Committee, or its designated
representative (which may be an offer or ad hoc committee of
officers of the Company), no later that January 15 of each Plan
Year during which he or she desires to Participate, a
Subscription Agreement (the form of which shall be adopted by
the Committee prior to the beginning of the first Plan Year)
setting forth the Employee's name, social security number,
address, position and the percentage of his or her Compensation
to be withheld as his or her Payroll Deduction.  The Committee
shall cause the form of Subscription Agreement to be distributed
to all Eligible Employees no later than the Entry Date of any
Plan Year.  Each Eligible Employee shall sign and deliver to the
Committee additional documents and instruments reasonably
required by the Committee to properly administer the Plan.

2.5.	LIMIT OF PARTICIPATION.   Each Eligible Employee shall be
entitled to contribute to the Plan in any Plan Year the lesser
of (a) five (5%) percent of his Compensation during the Plan
Year: or (b) Ten
Thousand ($10,000) Dollars.  By way of
additional limitation, all Participants during a Plan Year shall
be entitled to acquire Common Stock aggregating no more than the
number of shares designated by the Committee on the Entry Date. 
If, on the Exercise Date of a Plan Year, the Committee shall
determine that the maximum number of whole shares of Common
Stock purchasable at the Option Price out of the cumulative
balance of all Participants' Accounts exceeds the aggregate
number of shares with respect to which Options were granted by
the Committee on the Entry Date, then each Participant shall be
entitled to acquire only that number of shares determined in the
manner set forth in Section 2.8 below.

2.6.	PAYROLL DEDUCTION;  REIMBURSEMENT.  The Subscription
Agreement between the Eligible Employee and the Committee shall
specify a fixed percentage of the Eligible Employees
Compensation to be withheld pursuant to this Plan (subject to
the limitation hereinabove set forth), and the Eligible Employee
shall authorize the Committee to cause said percentage of
Compensation to be withheld from the Eligible Employee's net pay
payable by Morgan, the Company, or any subsidiary, for each pay
period in which the Eligible Employee receives a paycheck.  The
Committee shall cause accurate records of the Payroll Deductions
of all Participants to be maintained, and shall, upon written
request by a Participant, report to the Participant his or her
Account balance as of the date of the most-recently completed
pay period preceding the date of the Participant's request.

	Each Participant shall be entitled to terminate his or her
Participation in the Plan during a Plan Year by delivering
written notice of such termination to the Committee no later
than December 15 of the Plan Year.  Any Participant who shall
suffer a Termination of Employment effective prior to the
Exercise Date in a Plan Year shall be ineligible to Exercise his
or her Option for the Plan Year, and each such Participant shall
be deemed to have given the Committee the notice hereinabove
described as of the effective date of such Termination of
Employment (each Participant suffering such Termination of
Employment between December 15 and December 30 of such Plan Year
being deemed to have given such notice on December 15 of the
Plan Year).  Any Participant giving or deemed to have given the
forgoing notice shall be paid in cash the entire balance of that
Participant giving or deemed to have given the foregoing notice
shall be paid in cash the entire balance of the Participant's
Account for the Plan Year within fifteen (15) days after the
notice shall have been given or deemed given pursuant to this
Section, and no interest shall be paid on such amounts.

2.7.	OPTION PRICE.  The Option Price per share shall be the
lesser of the following two (2) amounts:

	(a)  The greater of (i) eighty five (85%) percent of the fair
market value per share of the Common Stock on the Entry Date;
and (ii) Eighty five (85%) percent of the average of the fair
market value per share of Common Stock on the first day of each
month during the Plan Year and the Exercise Date (the forgoing
period having thirteen (13) dates); and

	(b)  Eighty five (85%) percent of the fair market value per
share of Common Stock on the Exercise Date.

 	In determining the Option Price, the fair market value per
share of Common Stock on any relevant date shall be the average
of the highest and lowest quoted selling price of such Common
Stock on such date, and, if there are no sales or the stock
markets are closed on such date, the weighted average of the
means between the highest and lowest quoted selling prices on
the nearest date before and the nearest date after said
valuation date, such average to be weighted inversely by the
respective number of trading days between the selling dates and
the valuation date.
2.8.	EXERCISE OF OPTIONS.  On the Exercise Date of each
Plan Year, the committee will automatically exercise on each
Participant's behalf the Option to purchase the number of whole
Option Shares (no fractional shares will be issued under the
Plan) resulting by dividing the balance of each Participant's
Account by the Option Price determined in the foregoing manner;
provided, however, that if the aggregate number of whole Option
Shares which could be purchased by the cumulative Account
balances of all Participants exceeds the total number of shares
of Common Stock with respect to which the Committee granted
options on the Entry Date of the Plan Year, then the Committee
automatically will exercise on each Participant's behalf the
Option to purchase the number of Option Shares resulting by
multiplying the number of Option Shares purchasable by such
Participant without regard to the Committee's limitation times a
fraction, the numerator of which shall be the total number of
shares of Common Stock with respect to which the Committee
granted Options to all Participants on the Entry Date and the
denominator of which shall be the total number of whole Option
Shares which would have been purchasable by all Participants if
said limitation had not been in effect.  For example, if
Employee A had an Account balance on the Exercise Date equal to
Ten Thousand (410,000.00) Dollars, the aggregate Account
balances of all Participants amounted to One Million
($1,000,000.00) Dollars, the Option Price was Ten ($10.00)
Dollars, but the aggregate number of Option Shares with respect
to which Options were granted by the Committee amounted only to
seventy five thousand (75,000), then Employee A would be
entitled to Exercise his Option with respect to seven hundred
fifty (750) shares of Common Stock computed as follows:  1,000 x
75,000  100,000 = 750.

	However, if the number of shares of Common Stock with respect
to which Options have been granted during a Plan Year exceeds
the number of Option Shares actually acquired by Exercise on the
Exercise Date, then the Options with respect to such excess
shares shall expire on the Exercise Date; provided, however,
that Options with respect to those unissued shares may be
granted in the future.

	If a Participant's Account balance as of any Exercise Date
exceeds the aggregate Option Price payable for that
Participant's Option Shares, and the Participant shall not have
withdrawn his Account balance or suffered a Termination of
Employment prior to the Exercise Date, then such excess shall be
refunded to the Participant no later than the last day of
January in the next succeeding calendar year after the Plan
Year, together with interest on the refund amount computed for
one hundred eighty (180) days at the average annual 90-day
certificate of deposit rate as quoted by The Wall Street Journal
on the first working day of each month during the Plan Year;
provided, however, that no refund amounting to less than one
hundred dollars ($100.00) shall bear interest.

ARTICLE 3

ADMINISTRATIVE PROVISIONS

3.1.	ADMINISTRATION OF PLAN.  The Plan shall be administered
under the direction and control of the Committee.  In
administering the Plan, the Committee shall have the following
rights and power, subject only to the terms and the limitations
contained herein:

	(a)  To establish the maximum number of shares of Common Stock
with respect to which Options may be exercised during a Plan
Year (subject to the limits established in Section 2.4);

	(b)  To interpret the terms, conditions and limitations set
forth in the Plan, which determinations shall
be final
with respect to each and every Participant;

	(c)  To refuse to grant Options during a Plan Year;

	(d)  To determine the eligibility of any Employee to
Participate;

	(e)  To make all computations, maintain all accounts, provide
for the issuance of all Option Shares, and do all other acts and
things reasonably necessary to properly administer the Plan; and 

	(f)  To revoke, alter, or amend the terms and conditions of the
Plan without obtaining the prior approval of the Participants or
the Company's shareholders, subject, however, to the limitations
hereinafter stated.

3.2.	TRANSFERABILITY; ASSIGNABILITY.  Any option granted to a
Participant pursuant to this Plan shall not be transferable or
assignable by the Participant otherwise than by will or by the
laws of decent and distribution in effect as of the date of his
or her death.  In that regard, an Eligible Employee's right to
Participate in the Plan or his or her interest in the Account
accumulated for his or her benefit shall not be subject to the
debts, contracts, or liabilities of the eligible employee until
Option shares are acquired or the Account balance refunded, and
any attempt on the part of a creditor of the Eligible Employee
to attach such right or interest shall be void and unenforceable.

3.3.	ADJUSTMENT IN CASE OF REORGANIZATION.  In the event of a
Reorganization, the Committee may make such adjustments, if any,
as it may deem appropriate in the number, kind and the Option
Price of shares of Common Stock available for purchase under the
Plan, and in the minimum and maximum number of shares which an
Eligible Employee is entitled to purchase.

3.4.	RIGHTS AS SHAREHOLDERS.  A Participant does not become the
owner of Option Shares purchased under the Plan and does not
have any voting, dividend or other rights as a shareholder of
the Company with respect to such Option Shares until the
transfer of the Option Shares to the Participant on the
shareholder records of  the Company shall have occurred.  The
Option Shares shall be transferred to the Participant within a
reasonable time after the Exercise Date of a particular Plan
Year, but only after payment in full for said Option Shares has
been made and there has been compliance with all of the
applicable provisions of the Plan.  The Option Shares may be
issued in book-entry form or in the form of physical
certificates, at the discretion of the company.  If issued in
book-entry form, the Option Shares will not be evidenced by
physical certificates, and no Participant will have the right to
demand the same.  A Participant's ownership of Option Shares
will be recorded on or through the records of the Company, and
any sales or transfers of the Option Shares must be made through
Morgan or through a margin account established by the
Participant with Morgan.  At such time as a Participant shall
become the owner of Option Shares purchased pursuant to this
Plan, the Participant shall have the right to vote, receive
dividends and enjoy all other rights as a shareholder of the
company with respect to such shares.
3.5.	AMENDMENT OF THE PLAN.  The Committee may, from time
to time, alter, amend, suspend or discontinue this Plan and make
rules for its administration without first obtaining approval of
the Company's shareholders, except that the Committee shall not
amend this Plan in any manner which would have the effect of
causing this Plan to not be an Employee Stock Purchase Plan as
defined and set forth in Section 423 of the Code, and any
amendment to increase the number of shares of Common Stock
specified in Section 2.3 shall require shareholder approval
within twelve (12) months before or after such amendment is
adopted by the Committee.  Notwithstanding the foregoing, the
Committee shall not terminate, alter or amend this Plan except
as of the Entry Date of a Plan year, and any termination,
alteration or amendment adopted by the Committee otherwise than
on the Entry Date of a Plan Year shall be effective as of the
next succeeding Entry Date.

3.6.	CONTROL OF FUNDS; ERISA.  The Plan shall not be subject to
the provisions of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), and the Plan shall be unfunded.  In
that regard, the cumulative amount of Account balances of all
Participants shall remain part of the general funds of the
Company and shall at all times during a Plan Year be subject to
the claims of all the Company's creditors.

3.7.	SHAREHOLDER APPROVAL; REGISTRATION.  This Plan shall not be
effective until (a) it shall have been approved by the
shareholders of the Company in accordance with that
corporation's by-laws and Tennessee law at the annual meeting of
such shareholders to be held on November 20, 1989; (b) a
Registration Statement filed with respect to the Common Stock
offered pursuant to this Plan shall have become effective, and
appropriate registration of the Common Stock with any state
agency or securities law administrator required by the Blue Sky
Law of any state shall likewise have become effective; (c) each
Participant shall have been provided a prospectus meeting the
requirements of Section 10 of the Securities Act no later than
the time such Participant delivers an executed Subscription
Agreement to the Committee, which prospectus will be updated and
supplemented as required by law; and (d) prior to the issuance
of Options Shares on any Exercise Date, the Company shall have
caused said Option Shares to be listed on the New York Stock
Exchange, whereupon the Option Shares may be freely sold by
Participants.

3.8.	RESTRICTIONS ON TRANSFER.  No Participant who is an
affiliate (as defined in the Securities Act and rules
promulgated thereunder) of the Company may sell Option Shares
purchased hereunder unless he shall either (a) cause said Option
Shares to be registered  under the Securities Act at his own
expense; (b) comply with the provisions of Rule 144 promulgated
under the Securities Act; or (c) provide the company an opinion
of competent securities counsel to the effect that said
Participant may lawfully sell Options Shares without complying
with items (a) and (b).

AS DULY ADOPTED BY THE BOARD OF DIRECTORS OF MORGAN KEEGAN, INC.
ON SEPTEMBER 29, 1989.

						/s/             JOSEPH C. WELLER        

							Joseph C. Weller,   Secretary
Amendment to 1989 Employee

Stock Purchase Plan

	The Morgan Keegan Employee Stock Purchase Plan ("Stock Purchase
Plan") provides a means for employees to purchase Common Stock
of the Company at an advantageous price.  The Stock Purchase
Plan is administered by the Compensation Committee.  The Company
was initially authorized to issue up to 300,000 Common Shares
pursuant to the Stock Purchase Plan, which amount has been
increased by reason of stock splits to an aggregate of 900,000
at July 31, 1994.  The Board of Directors at its regular meeting
on August 24, 1994 authorized an amendment to the Stock Purchase
Plan authorizing the issuance of an additional 1,000,000 shares,
and such amendment is presented hereby to the shareholders of
the Company for approval.  The Compensation Committee may
annually grant options to employees to purchase up to an
aggregate of 150,000 Common Shares at a price equal to 85% of
the market price of the Common Shares determined as of various
times.

	Each person employed by the Company or any subsidiary thereof 
on January 1 ("Entry Date") of any Plan year (January 1 through
December 31) is eligible to participate in the Stock Purchase
Plan unless that employee (i) customarily works 20 hours per
week or less; (ii) customarily works five months or less in any
calendar year; or (iii) owns directly or indirectly Common
shares possessing 5% or more of the total value of all
outstanding Common Shares.  Consequently, Messrs. Morgan and
Weller are ineligible to participate in the Stock Purchase Plan.
 Employees on approved military or maternity leave from
employment retain their eligibility to participate in the Stock
Purchase Plan, notwithstanding the reduction in the number of
days and hours they work during the particular calendar year
within which such leave occurs.

	The Compensation Committee has absolute discretion to grant or
not to grant options to purchase Common Shares during any Plan
Year, and may grant options to purchase up to 150,000 Common
Shares (subject to adjustment in the event of stock splits,
stock dividends, recapitalizations, reclassifications and other
reorganizations that result in changes in the outstanding Common
Shares in any Plan Year).  If employees cumulatively subscribe
to purchase more than 150,000 Common Shares pursuant to the
Stock Purchase Plan in any Plan Year, then the number of shares
purchasable by each employee will be reduced proportionally so
that no more than 150,000 shares are purchased by all eligible
employees.  Employees participate in the Stock Purchase Plan by
making an election at the beginning of each Plan Year and by
authorizing payroll deductions during such Plan Year.

	On December 31 of the Plan Year, if options to purchase Common
Shares pursuant to the Stock Purchase Plan shall have been
granted for the Plan Year, the Compensation Committee shall
purchase for each participant the number of whole Common Shares
(subject to proportionate reduction in the event of
oversubscription by all employees) determined by dividing the
participant's accumulated payroll deductions by the lesser of
the following values:

(i)	the greater of (a) 85%  of the market price per share of the
Common Shares on January 1 of the Plan Year: or (b) 85% of the
mean average market price per share on the first day of each
month during the Plan Year on December 31 thereof; or

(ii)	85% of the market price per share on December 31 of the
Plan Year.

	The balance of accumulated payroll deductions not used to
purchase Common Shares is to be promptly refunded to employees.
The affirmative vote of the holders of a majority of the
outstanding shares of Common Stock entitled to vote at the
Meeting is required to authorize the proposed amendment to the
1989 Plan.
law offices baker, donelson, bearman, & caldwell A PROFESSIONAL
CORPORATION TWENTIETH FLOOR _ FIRST TENNESSEE BUILDING 165
MADISON AVENUE memphis, tennessee 38103 _____  (901) 526-2000
_____  FACSIMILE  (901) 577-2303  

January 20, 1995

Board of Directors

Morgan Keegan, Inc.

Morgan Keegan Tower

50 Front Street

Memphis, Tennessee 38103

Gentlemen:

	You have requested that we render certain opinions with respect
to the offering and issuance of shares of common stock
"(Shares") of Morgan Keegan, Inc. ("Company") pursuant to the
Company's Employee Stock Purchase Plan adopted by the Company's
shareholders on November 20, 1989 ("1989 Plan") and the
Company's Restricted Stock and Stock Option Plan adopted by the
Company's shareholders on November 22, 1994 ("1994 Plan")
(collectively the "Plans"), such offering and issuance being
more fully described in the Registration Statement on Form S-8
filed with the Securities and Exchange Commission ("Registration
Statement").

	As counsel for the Company, we are familiar with (a) the
Company's Charter and amendments thereto; (b) its By-laws; (c)
the 1989 Plan, including the amendment thereto adopted by the
Company's shareholders on November 22, 1994; (d) the 1994 Plan;
and (e) the corporate proceedings taken in connection with the
adoption of the Plans and the delivery of Shares thereunder.

	We have also made such further inquiries as we deem necessary
for the purpose of expressing the opinion below.

	Based upon the foregoing, we are of the opinion that the
Shares, when issued and delivered in accordance with the Plans
and the Registration Statement will be legally issued, fully
paid and nonassessable.

	We consent to the filing of this opinion as an exhibit to the
Registration Statement concerning the Plans filed with the
Securities and Exchange Commission.

						Sincerely,

						BAKER, DONELSON, BEARMAN & CALDWELL

						By:        /s/ JOHN A. GOOD
EXHIBIT 23

We consent to the reference to our firm under the caption
"Experts" in the Registration Statement Form S-8 pertaining to
the Morgan Keegan, Inc., 1994 Restricted Stock and Stock Option
Plan and the Morgan Keegan, Inc., 1989 Employee Stock Purchase
Plan and to the incorporation by reference therein of our report
dated September 9, 1994, with respect to the consolidated
financial statements of Morgan Keegan, Inc. included in its
Annual Report (Form 10-K) for the year ended July 31, 1994,
filed with the Securities and Exchange Commission.

			                           /s/ Ernst & Young, LLP     

			                              Ernst & Young, LLP

Memphis, TN 

January 19, 1995