METROPOLITAN MORTGAGE & SECURITIES CO INC
8-A12G, 1997-01-23
INVESTORS, NEC
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FORM 8-A

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934

METROPOLITAN MORTGAGE & SECURITIES, CO., INC.
(Exact name of registrant as specified in its charter)

             Washington                           91-0609840
(State of incorporation or organization)         (I.R.S. Employer 
                                                 Identification No.)

      W. 929 Sprague, Spokane Washington              99204
     (Address of Principal executive offices)      (Zip Code)

Securities to be registered pursuant of Section 12(b) of the Act:

Title of each class               Name of each exchange on which
to be so registered               each class is to be registered
        None                                None

	If this Form relates to the registration of a class of debt 
securities and is effective upon filing pursuant to General Instruction 
A.(c)(1), please check the following box. [ ]

	If this Form relates to the registration of a class of debt 
securities and is to become effective simultaneously with the 
effectiveness of a concurrent registration statement under the Securities 
Act of 1933 pursuant to General Instruction A.(c)(2), please check the 
following box. [ ]

	Securities to be registered pursuant to Section 12(g) of the Act:

Metropolitan Mortgage & Securities, Co., Inc. Preferred Stock,
Series C
Series D
Series E-1
Series E-2
Series E-3
Series E-4
Series E-5
Series E-6


Item 1.	Description of Registrant's Securities to be Registered.

The description of the Registrants Preferred Stock, Series C, to be 
registered hereunder is incorporated by reference to the description 
contained in Registration Statement Number 33-2699 effective date of 
February 28, 1985.

The description of the Registrants Preferred Stock, Series D, to be 
registered hereunder is incorporated by reference to the description 
contained in Registration Statement Number 33-25702, effective date of 
February 11, 1987. 

The description of the Registrants Preferred Stock, Series E-1, to be 
registered hereunder is incorporated by reference to the description 
contained in Registration Statement Number 33-19238 effective date of 
February 8, 1988.

The description of the Registrants Preferred Stock, Series E-2, to be 
registered hereunder is incorporated by reference to the description 
contained in Registration Statement Number 33-32586, effective date of 
February 8, 1989.

The description of the Registrants Preferred Stock, Series E-3 to be 
registered hereunder is incorporated by reference to the description 
contained in Registration Statement Number 33-32586, effective date of 
February 12, 1992.

The description of the Registrants Preferred Stock, Series E-4, to be 
registered hereunder is incorporated by reference to the description 
contained in Registration Statement Number 33-40221, effective date of 
January 31, 1992.

The description of the Registrants Preferred Stock, Series E-5 to be 
registered hereunder is incorporated by reference to the description 
contained in Registration Statement Number 33-57396, effective date of 
April 26, 1993.

The description of the Registrants Preferred Stock, Series E-6 to be 
registered hereunder is incorporated by reference to the description 
contained in Registration Statement Number 33-51803, effective date of 
February 14, 1994.

Item 2. Exhibits.

I.	Instruments defining rights of Securityholders.

1.	The information required by this item is incorporated by 
reference to the following previously filed Exhibit Series C, 
filed as Exhibit Number 4(g) to Registration Statement Number 
33-2699.

2.	The information required by this item is incorporated by 
reference to the following previously filed Exhibit Series D, 
filed as Exhibit Number 4(a) to Registration Statement Number 
33-25702.

3.	The information required by this item is incorporated by 
reference to the following previously filed Exhibit Series E-
1, filed as Exhibit Number 4(a) to Registration Statement 
Number 33-19238.

4.	The information required by this item is incorporated by 
reference to the following previously filed Exhibit Series E-
2, filed as Exhibit Number 4(g) to Registration Statement 
Number 33-25702.

5.	The information required by this item is incorporated by 
reference to the following previously filed Exhibit Series E-
3, filed as Exhibit Number 4(a) to Registration Statement 
Number 33-32586.

6.	The information required by this item is incorporated by 
reference to the following previously filed Exhibit Series E-
4, filed as Exhibit Number 4(h) to Registration Statement 
Number 33-40221.

7.	The information required by this item is incorporated by 
reference to the following previously filed Exhibit Series E-
5, filed as Exhibit Number 4(i) to Registration Statement 
Number 33-57396.

8.	The information required by this item is incorporated by 
reference to the following previously filed Exhibit Series E-
6, filed as Exhibit Number 4(l) to Registration Statement 
Number 33-51803.



Signature

	Pursuant to the requirement of Section 12 of the Securities 
Exchange Act of 1934, the registrant has duly caused this registration 
statement to be signed on its behalf by the undersigned, thereto duly 
authorized.

METROPOLITAN MORTGAGE & SECURITIES, CO., INC.
Date: January 23, 1997

/S/ Susan Thomson
________________________
Susan Thomson,
Vice President



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