SALOMON INC
8-K, 1997-04-15
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    Form 8-K


                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934



                                 Date of Report:
                                 April 15, 1997



                                   SALOMON INC
             (Exact name of registrant as specified in its charter)



     Delaware                     I-4346                  22-1660266
(State of Incorporation)    (Commission File No.)      (I.R.S. Employer
                                                        Identification No.)



          Seven World Trade Center, New York, New York       10048
            (Address of Principal Executive Offices)       (Zip Code)



                                 (212) 783-7000
                          (Registrant's Telephone No.)






<PAGE>



Item 5.  Other Events

         On April 15, 1997,  the Registrant  issued a press  release,  a copy of
         which is filed  herewith  as  Exhibit  99 and  incorporated  herein  by
         reference in its entirety.


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

         Exhibits:
         (99)     Press release dated April 15, 1997




<PAGE>


                                 SIGNATURES


   Pursuant to the  requirements  of the  Securities  Exchange Act of 1934,  the
   Registrant  has duly  caused  this  report to be signed on its  behalf by the
   undersigned hereunto duly authorized.


                                                             Salomon Inc
                                                            (Registrant)


   Date:  April 15, 1997                          By: /s/ Richard J. Carbone
                                                             Controller




SALOMON INC
      Seven World Trade Center, New York, New York   10048    212 783-7000

Contact:        Robert F. Baker
                  212-783-6299

For immediate release:

                  SALOMON INC REPORTS NET INCOME OF $173 MILLION FOR THE
                                1997 FIRST QUARTER


New York,  April 15,  1997 --  Salomon  Inc today  announced  net income of $173
million  for the  quarter  ended  March 31,  1997,  compared  with  income  from
continuing  operations  of $310  million  in the first  quarter  of 1996.  Fully
diluted  return on equity  from  continuing  operations  was 13.4% for the three
months ended March 31, 1997,  compared with 29.7% in the year ago period.  Fully
diluted  earnings per share from  continuing  operations was $1.37 for the first
quarter of 1997, compared with $2.49 in the first quarter of 1996.

Salomon Inc Chairman and Chief Executive Officer Robert E. Denham said: "Overall
first quarter  performance was  satisfactory,  with market  conditions that were
more  difficult  than  generally  prevailed  in  1996."  Commenting  on  Salomon
Brothers' results, Chairman and Chief Executive Officer Deryck C. Maughan, said:
"Salomon  Brothers had another active quarter,  with $1 billion of revenues,  in
line with our average quarterly performance of last year."

Key items regarding the Company's performance:

o    Global  investment  banking revenues  (underwriting  plus advisory) for the
     three months ended March 31, 1997, were $220 million, up over 20% from $181
     million in the first quarter of 1996.  Results for debt  underwriting  were
     particularly strong.

o    Fixed income sales and trading net revenues  were $519 million in the first
     quarter of 1997,  down from $732 million in the year ago  quarter.  Results
     for the 1997 first  quarter  reflect  continued  strengthening  in customer
     sales and  trading as well as positive  proprietary  trading  results.  The
     year-to-year  decrease is indicative of  exceptionally  strong  proprietary
     trading results in the first quarter of 1996.

o    Equity  sales and trading  net  revenues  were $243  million in 1997 first
     quarter,  up  significantly  from $64 million in the first quarter of 1996.
     This increase  reflects improved results in both customer sales and trading
     and proprietary trading activities.

<PAGE>

o    Net revenues from commodities trading  activities,  which are conducted by
     Phibro  Inc.,  were  $25  million  in  the  first  quarter  of  1997,  down
     significantly  from the exceptionally  strong result of $235 million in the
     year ago quarter. As a consequence of its cost structure,  Phibro was still
     modestly  profitable for the quarter.  Commencing with this quarter's press
     release, Phibro is no longer shown as a separate segment. Phibro's revenues
     are now  shown as the  "commodities  trading"  component  of the  Company's
     revenues.

o    Asset  management  revenues  for the 1997 first  quarter  were $17 million
     compared with $12 million in first quarter of 1996.

Consolidated  compensation  and  employee-related  expenses for the three months
ended March 31, 1997 were $565  million,  compared with $550 million in the year
ago quarter. The year-over-year  change was driven primarily by higher levels of
market compensation and increased headcount.  Noncompensation expenses were $178
million in the 1997 first quarter,  about even with the average  quarterly level
of such expenses in 1996.

Total common and perpetual  preferred equity was $5.0 billion at March 31, 1997,
up from $4.9  billion at  December  31,  1996.  In  addition,  the  Company  has
outstanding $345 million of TRUPS units and $420 million of redeemable preferred
stock.  Book value per common share was $41.13 at March 31, 1997,  compared with
$40.03 at December 31, 1996 and $37.98 at March 31, 1996. Average assets for the
quarter were $211 billion.

Salomon  Inc  selected  financial  information  and the  Unaudited  Consolidated
Statement of Income follow:

<PAGE>
<TABLE>
<CAPTION>




                                             SALOMON INC AND SUBSIDIARIES
                                     Selected Financial Information (unaudited)
                                    (Dollars in millions, except per share data)


                                                                                  Quarter ended
                                                                 -------------------------------------------------
                                                                  March 31,          Dec. 31,         March 31,
                                                                     1997              1996              1996
                                                                 -------------     -------------     -------------
<S>                                                            <C>               <C>               <C>   
SUMMARY OF REVENUES, NET OF
  INTEREST EXPENSE:
       Fixed income sales and trading                          $          519    $          588    $          732
       Equity sales and trading                                           243                83                64
       Global investment banking                                          220               234               181
       Commodities trading                                                 25               100               235
       Asset management                                                    17                15                12
       Other                                                               (2)               33                14
                                                                 -------------     -------------     -------------
            Total revenues, net of interest expense            $        1,022    $        1,053    $        1,238
                                                                 =============     =============     =============


RETURN ON AVERAGE COMMON STOCKHOLDERS'
  EQUITY FROM CONTINUING OPERATIONS:
   Primary                                                               14.0%             21.1%             33.4%
   Fully diluted*                                                        13.4              19.6              29.7
                                                                 =============     =============     =============

PER COMMON SHARE:
     Cash dividends                                            $         0.16    $         0.16    $         0.16
     High market price                                                 61 3/8                49            39 1/4
     Low market price                                                      46            44 1/8            34 7/8
     Ending market price                                               49 7/8            47 1/8            37 1/2
     Book value at quarter-end*                                         41.13             40.03             37.98
                                                                 =============     =============     =============

AT QUARTER-END:
     Average assets for the quarter                            $      211,000    $      209,000    $      191,000
     Common equity                                                      4,544             4,407             4,061
     Redeemable preferred equity                                          420               420               560
     Perpetual preferred equity                                           450               450               562
     TRUPS**                                                              345               345                 -
                                                                 =============     =============     =============
     Full-time employees:
       Salomon Brothers                                                 6,858             6,808             6,337
       Salomon Inc (excluding Basis)                                    7,151             7,146             6,927
                                                                 =============     =============     =============

<FN>

*   Assumes  conversion of redeemable  preferred  stock unless such  assumptions result in higher returns on 
    equity or book value than  determined  under the primary method.
**  Guaranteed preferred beneficial interests in Company subordinated debt securities.

</FN>
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

                                        SALOMON INC AND SUBSIDIARIES
                                   Consolidated  Statement of Income(unaudited) 
                                   (Dollars in millions, except per share data)

                                                                                           Quarter ended
                                                                   --------------------------------------------------------------
                                                                        March 31,              Dec. 31,              March 31,
                                                                           1997                  1996                  1996
                                                                   -----------------     -----------------     ------------------
<S>                                                              <C>                   <C>                   <C>   
Revenues:
     Interest and dividends                                      $            1,367    $            1,374    $             1,572
     Principal transactions                                                     484                   448                    651
     Investment banking                                                         220                   234                    181
     Commissions                                                                 99                    92                     90
     Other                                                                       14                    51                     11
                                                                   -----------------     -----------------     ------------------
     Total revenues                                                           2,184                 2,199                  2,505
     Interest expense                                                         1,162                 1,146                  1,267
                                                                   -----------------     -----------------     ------------------
Revenues, net of interest expense                                             1,022                 1,053                  1,238
                                                                   -----------------     -----------------     ------------------

Noninterest expenses:
     Compensation and employee-related                                          565                   502                    550
     Technology                                                                  56                    51                     46
     Professional services and business development                              40                    52                     43
     Occupancy                                                                   40                    41                     43
     Clearing and exchange fees                                                  18                    20                     17
     Other                                                                       24                    22                     23
                                                                   -----------------     -----------------     ------------------
Total noninterest expenses                                                      743                   688                    722
                                                                   -----------------     -----------------     ------------------

Income from continuing operations before income taxes                           279                   365                    516
Income tax expense                                                              106                   131                    206
                                                                   -----------------     -----------------     ------------------
Income from continuing operations                                               173                   234                    310
                                                                   -----------------     -----------------     ------------------
Discontinued Operations:
  Loss, net of tax benefit of $3 and $21                                          -                    (6)                   (34)
  Loss on disposal of Basis, net of tax benefit of $215                           -                  (290)                     -
                                                                   =================     =================     ==================
Net income (loss)                                                $              173    $              (62)   $               276
                                                                   =================     =================     ==================


EARNINGS (LOSS) PER SHARE:
Primary earnings from continuing operations                      $             1.44    $             2.03    $              2.75
Primary earnings (loss)                                                        1.44                 (0.71)                  2.44
Fully diluted earnings from continuing operations*                             1.37                  1.88                   2.49
Fully diluted earnings (loss)*                                                 1.37                 (0.71)                  2.21
                                                                   =================     =================     ==================

WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING 
(in thousands):
For primary earnings per share                                              109,500               108,100                106,600
For fully diluted earnings per share                                        120,900               120,700                121,800
                                                                   =================     =================     ==================

<FN>
* Assumes conversion of redeemable preferred stock unless such assumptions result in higher earnings per share than determined 
  under the primary method.

</FN>
</TABLE>


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