LEHMAN T H & CO INC
10QSB, 1997-03-04
CONSUMER CREDIT REPORTING, COLLECTION AGENCIES
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                U.S. SECURITIES AND EXCHANGE COMMISSION 
                        Washington, D.C. 20549 
 
                           FORM 10-QSB   
 
              QUARTERLY REPORT UNDER SECTION 13 OR 15(d) 
              OF THE SECURITIES EXCHANGE ACT OF 1934 
 
           For the quarterly period ended December 31, 1996 
 
                          Commission file number 
                                2-87738 
 
                  T.H. LEHMAN & CO., INCORPORATED 
             (Name of small business issuer in its charter) 
 
         Delaware                                22-2442356 
(state or other jurisdiction                  (I.R.S./Employer 
 of incorporation or organization           Identification Number) 
 
4900 Woodway, Suite 650, Houston, Texas              77056 
(Address of principal executive offices)          (Zip Code) 
 
Issuer's telephone number:  (713) 621-8404 
 
 Securities registered under Section 12(b) of the Exchange Act: 
 
                   Common Stock, $.01 Par. 
                       (Title of Class) 
 
 Securities registered under Section 12(g) of the Exchange Act:  None. 
 
     Check whether the issuer (1) filed all reports required to be filed  
by Section 13 or 15(d) of the Exchange Act during the past 12 months (or  
for such shorter period that the registrant was required to file such  
reports), and (2) has been subject to such filing requirements for the  
past 90 days.  Yes _X_   No ___ 
  
                                  3,230,342 
(Number of shares of common stock outstanding as of February 18, 1997) 


T.H. LEHMAN & CO., INCORPORATED AND SUBSIDIARIES 
DECEMBER 31, 1996 
(UNAUDITED) 
 
 
INDEX 
 
                                                                 Page 
PART I.  FINANCIAL INFORMATION 
 
Item 1.  Consolidated Financial Statements: 
 
         Balance sheets at December 31, 1996 
         and March 31, 1996                                       3-4 
 
         Statements of operations for  
         the three and nine months ended
         December 31, 1996                                        5 

         Statements of operations for  
         the three and nine months ended
         December 31, 1995                                        6 
 
         Statements of cash flows  
         for the nine months ended 
         December 31, 1996 and 1995                               7-8 
 
         Notes to consolidated 
         financial statements                                     9-14 
 
Item 2.  Management's Discussion and Analysis                    15-16 
 
 
PART II.  OTHER INFORMATION 
 
Signatures                                                         17
 
 
 
 
 
 
 
 
 
 
 
 
   
 
 
 
                                                                Page 2 
T H  LEHMAN & CO., INCORPORATED AND SUBSIDIARIES 
CONSOLIDATED BALANCE SHEETS 
DECEMBER 31, 1996 AND MARCH 31, 1996 
 
ASSETS 
                                         December 31         March 31 
                                             1996               1996 
                                          (Unaudited) 
CURRENT ASSETS 
    Cash                                 $    66,605      $    47,879  
    Trading securities (Note 3)               17,600           17,600  
    Accounts receivable                      214,217           56,439  
    Prepaid expenses and other 
      current assets                           4,827            9,820  
    Current portion of non-current 
      receivables (Note 4)                   440,000          446,535  
                                         ____________     ____________  
      TOTAL CURRENT ASSETS                   743,249          578,273  
                                         ____________     ____________ 
PROPERTY AND EQUIPMENT AT COST, 
  less accumulated depreciation of 
  $119,667 at December 31, 1996 and  
  $242,891 at March 31, 1996 (Note 5)         53,354           95,452  
                                         ____________     ____________ 
 
OTHER ASSETS             
    Securities available for sale 
    (Note 3)                                 679,549          863,291  
    Investments in non-public companies, 
      at cost                                 30,500           64,500
    Non-current receivables (Note 4)       1,577,986        1,336,138  
    Deposits                                   4,900            7,429  
    Certificate of Deposit - Restricted       80,000           80,000  
    Patents, trademarks and tradenames-at 
      cost less accumulated amortization 
      of $6,943 at March 31, 1996                  0            4,020  
    Covenants not to compete, less
      accumulated amortization of $358,875
      at March 31, 1996                            0           63,032  
    Excess of cost over net assets 
      of acquired companies, less  
      accumulated amortization of $21,875 
      at December 31, 1996 and $18,125 at 
      March 31, 1996                          28,125           31,875  
                                         ____________     ____________ 
      TOTAL OTHER ASSETS                   2,401,060        2,450,285  
                                         ____________     ____________ 
                                         $ 3,197,663      $ 3,124,010  
                                         ============     ============ 
 


See accompanying Notes to Consolidated Financial Statements 
                                                                Page 3 
T H  LEHMAN & CO., INCORPORATED AND SUBSIDIARIES 
CONSOLIDATED BALANCE SHEETS 
DECEMBER 31, 1996 AND MARCH 31, 1996 
 
LIABILITIES AND SHAREHOLDERS' EQUITY 
                                         December 31       March 31 
                                             1996             1996 
                                          (Unaudited)
CURRENT LIABILITIES             
    Loans payable - financial 
      institutions (Note 6)              $   235,496      $   202,392  
    Accounts payable                         446,878          389,119  
    Accrued liabilities                       75,675           88,195  
    Current portion of long-term debt 
      (Note 7)                               475,318          430,147  
    Estimated environmental liability 
      (Notes 2 and 12)                       173,270          234,633
                                         ____________     ____________ 
      TOTAL CURRENT LIABILITIES            1,598,979        1,344,486  
                                         ____________     ____________ 
 
LONG-TERM LIABILITIES:
    Investment in 50% owned non-consolidated
      subsidiary (Note 2)                    192,342                0
    Long-term debt, less current portion 
      (Note 7)                               517,821          560,112  
                                         ____________     ____________ 
      TOTAL LONG-TERM LIABILITIES            710,163          560,112
                                         ____________     ____________ 
      TOTAL LIABILITIES                    2,116,800        1,904,598  
                                         ____________     ____________ 
 
SHAREHOLDERS' EQUITY (Note 8) 
    Common stock-par value $ 01; 
      authorized 20,000,000 shares, 
      issued 3,230,342 shares at 
      December 31, 1996 and March 31, 
      1996                                    32,303           32,303  
    Additional paid-in capital             7,293,394        7,293,394  
    Unrealized gain on investments           234,698          315,738  
    Accumulated deficit                   (6,431,094)      (6,373,585) 
    Treasury stock at cost - 25,000 
      shares                                 (48,438)         (48,438) 
                                         ____________     ____________ 
      TOTAL STOCKHOLDERS' EQUITY           1,080,863        1,219,412  
                                         ____________     ____________ 
                                         $ 3,197,663      $ 3,124,010  
                                         ============     ============ 
 
 
 
 
See accompanying Notes to Consolidated Financial Statements 
                                                                Page 4 
T H  LEHMAN & CO., INCORPORATED AND SUBSIDIARIES 
CONSOLIDATED STATEMENTS OF OPERATIONS 
THREE AND NINE MONTHS ENDED DECEMBER 31, 1996 
 
                                          Three months      Nine months 
                                             ended            ended 
                                          December 31       December 31 
                                              1996             1996 
                                           (Unaudited)      (Unaudited)
REVENUES 
  Management and billing fees, 
    net of allowances                    $   149,073      $   583,072  
  Income from finance receivables              1,600            9,285  
  Interest and dividends                      22,518           62,173
  Net realized and unrealized gain
    (loss) on investments                     53,666          185,511
  Gain (loss) from 50% owned
    unconsolidated subsidiary (Note 2)        (5,231)          (5,231)
                                         ____________     ____________ 
 
TOTAL REVENUES                               221,626          834,810  
                                         ____________     ____________ 
OPERATING EXPENSES 
  Selling, general and administrative        209,277          814,897  
  Interest expense                            24,837           77,420  
                                         ____________     ____________ 
 
      TOTAL OPERATING EXPENSES               234,114          892,317  
                                         ____________     ____________ 
 
INCOME (LOSS) BEFORE INCOME TAXES            (12,488)         (57,507) 
 
PROVISION FOR INCOME TAXES (Note 9)                0                0  
                                         ____________     ____________ 
 
NET INCOME(LOSS)                         $   (12,488)     $   (57,507) 
                                         ============     ============ 
 
PER SHARE DATA: 
 
  WEIGHTED AVERAGE NUMBER OF COMMON 
    SHARES OUTSTANDING                     3,230,342        3,230,342  
                                         ============     ============ 
 
 
 
NET LOSS PER COMMON SHARE                     $(0.00)          $(0.02) 
                                         ============     ============ 
 
 
 
 
See accompanying Notes to Consolidated Financial Statements 
                                                                Page 5 
T H  LEHMAN & CO., INCORPORATED AND SUBSIDIARIES 
CONSOLIDATED STATEMENTS OF OPERATIONS 
THREE AND NINE MONTHS ENDED DECEMBER 31, 1995
 
                                         Three months      Nine months 
                                             ended            ended 
                                          December 31      December 31 
                                             1995             1995 
                                          (Unaudited)      (Unaudited) 
REVENUES 
  Management and billing fees, 
    net of allowances                    $   245,134      $   777,956  
  Interest and dividends                      23,739           63,744
  Net gain (loss) on debt settlement          61,927           61,927
                                         ____________     ____________ 
 
TOTAL REVENUES                               330,800          903,627  
                                         ____________     ____________ 
OPERATING EXPENSES 
  Selling, general and administrative        349,073        1,098,934  
  Interest expense                            27,844           69,593  
                                         ____________     ____________ 
 
      TOTAL OPERATING EXPENSES               376,917        1,168,527  
                                         ____________     ____________ 
 
INCOME (LOSS) BEFORE INCOME TAXES            (46,117)        (264,900) 
 
PROVISION FOR INCOME TAXES (Note 9)                0                0  
                                         ____________     ____________ 
 
NET INCOME(LOSS)                         $   (46,117)     $  (264,900) 
                                         ============     ============ 
 
PER SHARE DATA: 
 
  WEIGHTED AVERAGE NUMBER OF COMMON 
    SHARES OUTSTANDING                     3,230,342        3,230,342  
                                         ============     ============ 
 
 
 
NET LOSS PER COMMON SHARE                     $(0.01)          $(0.08) 
                                         ============     ============ 
 
 
 



 
 
See accompanying Notes to Consolidated Financial Statements 
                                                                Page 6 
T H  LEHMAN & CO., INCORPORATED AND SUBSIDIARIES 
CONSOLIDATED STATEMENTS OF CASH FLOWS 
NINE MONTHS ENDED DECEMBER 31, 1996 AND DECEMBER 31, 1995 
 
                                           Nine months      Nine months 
                                              ended            ended 
                                           December 31      December 31 
                                               1996             1995
                                           (Unaudited)      (Unaudited) 
CASH FLOWS FROM OPERATING ACTIVITIES 
  Net income (loss)                      $   (57,507)     $  (264,900) 
  Adjustments to reconcile net income 
    to net cash provided (required) 
    by operating activities: 
      Depreciation and amortization           19,674           70,600  
      Provision for bad debts                      0                0  
      (Gain) on marketable 
        securities and other assets         (185,511)         (61,927) 
      Loss on unconsolidated subsidiary        5,231                0
      Net effect of deconsolidation of
        subsidiary (Note 2)                   11,930                0
      Deposits (paid) received                 1,315           (1,853)
      Changes in operating assets and 
        liabilities: 
      (Increase) decrease in accounts
        receivable                            (9,964)          11,436  
      (Increase) decrease in prepaid 
        expenses and other current 
        assets                                (1,449)          13,117 
      Increase in prepaid income taxes             0                0  
      Increase in accounts payable            86,671           76,650  
      Increase in accrued liabilities         57,434           32,370  
                                         ____________     ____________ 
      NET CASH REQUIRED BY OPERATING 
        ACTIVITIES                           (70,176)        (124,507)  
                                         ____________     ____________ 
 
CASH FLOWS FROM INVESTING ACTIVITIES 
  Loans made evidenced by notes 
    receivable                              (545,983)        (722,412) 
  Collection of notes receivable             337,669          430,175
  Collections from related parties                 0               36
  Acquisition of securities                        0         (149,985) 
  Proceeds from sale of investments and 
    other assets                             295,214                0  
  Disposal (acquisition) of property and
    equipment                                (28,094)         (16,120) 
                                         ____________     ____________ 
 



See accompanying Notes to Consolidated Financial Statements             
                                                                Page 7
T H  LEHMAN & CO., INCORPORATED AND SUBSIDIARIES 
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED DECEMBER 31, 1996 AND DECEMBER 31, 1995 
 
                                           Nine months      Nine months 
                                              ended            ended 
                                           December 31      December 31 
                                               1996             1995
                                           (Unaudited)      (Unaudited) 

  Payment of estimated environmental 
    liability                                (61,363)          (8,106)  
                                         ____________     ____________ 
      NET CASH PROVIDED (REQUIRED) BY
        INVESTING ACTIVITIES                  (2,557)        (466,413)


CASH FLOWS FROM FINANCING ACTIVITIES 
  Proceeds of loans payable - financial 
    institution                               33,104           77,986  
  Proceeds of long-term debt                 268,067          578,250  
  Repayment of long-term debt               (209,712)         (98,775)
                                         ____________     ____________
      NET CASH PROVIDED BY FINANCING 
        ACTIVITIES                            91,459          557,461
                                         ____________     ____________ 
 
INCREASE (DECREASE) IN CASH                   18,726          (33,459)  
 
CASH - BEGINNING                              47,879           46,438  
                                         ____________     ____________ 
 
CASH - END                               $    66,605      $    12,979  
                                         ____________     ____________ 
 
CASH PAID DURING THE PERIODS FOR: 
 
  Interest                               $    10,331      $     1,171 
 
  Income Taxes                           $         0      $         0  
 
                                         ____________     ____________ 
 
 
 
 
 
 
 
 
 
 
See accompanying Notes to Consolidated Financial Statements 
                                                                Page 8 
T.H. LEHMAN & CO., INCORPORATED AND SUBSIDIARIES 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
DECEMBER 31, 1996 
(UNAUDITED) 
 
The financial information contained within is unaudited, but reflects  
all adjustments (consisting solely of normal recurring adjustments),  
which, in the opinion of the Company, are necessary to fairly present  
the financial position of the Company as of December 31, 1996 and the  
results of operations and cash flows for the nine month periods ended  
December 31, 1996 and 1995.  Certain information and footnote 
disclosures normally included in financial statements prepared in 
accordance with generally accepted accounting principles have been 
condensed or omitted pursuant to the rules and regulations governing 
interim reporting.  The results of operations for the three and nine 
month periods ending December 31, 1996 are not necessarily indicative of 
the results to be expected for the full year. 
 
This report should be read in conjunction with the financial statements  
included in the Company's annual report on Form 10-KSB for the year  
ended March 31, 1996. 
 
 
1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 
 
     The summary of significant accounting policies of the Company set 
forth  in Note 1, Notes to Consolidated Financial Statements in the 
Company's Form 10-KSB, (File  No.2-87738) for the fiscal year ended 
March 31, 1996 is incorporated herein by reference.

2.   ACQUISITIONS AND DISPOSITIONS

     The discussion of acquisitions and dispositions of the Company set 
forth in Note 2, Notes to Consolidated Financial Statements in the 
Company's Form 10-KSB, (File  No.2-87738) for the fiscal year ended  
March  31,  1996 is incorporated herein by reference.

     In addition, in a transaction that was effective October 1, 1996, 
the Company transferred 50% of the stock and substantially all of the 
control of Healthcare Professional Billing Corp. to certain key 
employees of that company.  Until that time, Healthcare Professional 
Billing Corp. was a wholly-owned subsidiary the Company.  As a result of 
the transfer, the subsidiary's financial position, results of operations 
and cash flows are not consolidated with that of the Company subsequent 
to the transfer date.

3.  SECURITIES AVAILABLE FOR SALE 
 
The discussion of securities available for sale by the Company set forth  
in Note 3, Notes to Consolidated Financial Statements in the Company's  
Form 10-KSB, (File No.2-87738) for the fiscal year ended March 31, 1996,  
is incorporated herein by reference. 
 
                                                                Page 9
4.  NON-CURRENT RECEIVABLES 
 
Notes receivable at December 31, 1996 and March 31, 1996 consisted of 
the following: 
                                          December 31        March 31 
                                              1996              1996 
                                            __________       __________ 
 
Purchased receivables of a medical 
provider adjusted to estimated net 
realizable value (See Note 2).  All 
of the remainder of the unpaid was 
collected prior to June 10, 1996.          $        0        $    6,535 
 
Assigned medical billings net of  
allowances of which $440,000 of the 
unpaid is expected to be collected 
during the current fiscal year.             1,644,390         1,489,193 
 
Working capital advances at 12% per 
annum interest to a provider of medical 
services who has contracted with the 
Company to provide management services. 
None of these advances is expected to be 
collected during the current fiscal year.     719,806           631,740 
                                           ___________       ___________ 
                                            2,364,196         2,127,468 
      Less Allowance for Uncollectible       (346,210)         (344,795) 
                                           ___________       ___________ 
                                            2,017,986         1,782,673 
      Less Current Portion                   (440,000)         (446,535) 
                                           ___________       ___________ 
                                           $1,577,986        $1,336,138 
                                           ===========       =========== 
 
 
5.  PROPERTY AND EQUIPMENT 
 
Property and equipment at December 31, 1996 and March 31, 1996 
consisted of the following: 
                                Life         December 31      March 31 
                             __________      __________      __________ 
 
Machinery and Equipment      5-10 Years     $    4,484       $    4,484 
Leasehold Improvements       5-10 Years            500              500 
Furniture and Fixtures       5-10 Years        168,037          333,359 
                                            ___________      ___________ 
                                               173,021          338,343 
      Less Accumulated Depreciation           (119,667)        (242,891) 
                                            ___________      ___________ 
                                            $   53,354       $   95,452 
                                            ===========      =========== 

                                                               Page 10
6.  LOANS PAYABLE - FINANCIAL INSTITUTION 
 
Pursuant to an agreement dated October 4, 1991 and modified March, 1993  
and March, 1994, the Company has received loans from a Netherlands  
corporation, consisting of various advances from an available line of  
credit of $400,000.  As of December 31, 1996 and March 31, 1996, the  
outstanding balance against this line of credit totaled $235,496 and  
$202,392, respectively.  The loans bear interest at the prime rate of a  
certain bank in Texas plus 2% per annum.  The weighted average interest  
rate for the quarter ended December 31, 1996 and the year ended March 
31, 1996 was 10.25% and 10.5% respectively, which was computed based on  
month-end balance.  During the six months ended December 31, 1996 and 
the year ended March 31, 1996, the maximum outstanding balances totaled 
$235,496 and $202,392, respectively.  The approximate average 
outstanding monthly principal balance during the nine months ended 
December 31, 1996 and the year ended March 31, 1996 amounted to 
$197,000 and $90,500, respectively.  This line of credit expires on 
January 31, 1998. 
 
 
7.  LONG-TERM DEBT 
 
Long-term debt at December 31, 1996 and March 31, 1996 consisted of the  
following: 
 
                                          December 31        March 31 
                                              1996              1996 
                                          ____________      ____________ 
 
Related Party:  
Advances from an unsecured available 
line of credit of $450,000.  The loan 
bears interest at the prime rate of a 
certain bank in Texas.  Interest on this 
loan is to be calculated and payable 
quarterly as of the first day of each 
quarter (or at maturity).  The principal 
is due and payable on or before December 
31, 1997.  The loan is secured by the 
market value of publicly-held stock in 
the Company's investment portfolio.  As 
further consideration, 100,000 warrants 
expiring in December, 1997 to purchase 
100,000 shares of the Company's common 
stock at an exercise price of $1.25 per 
share were issued to this creditor 
(See Note 8).                               $  304,769       $  290,785 
 
Non-related Parties (all unsecured): 
 
Advances from an available line of credit 
of $400,000.  The loan bears interest at 
an annual rate of 10%.  All principal  
                                                               Page 11 
and interest is due and payable on or  
before August 3, 1998.                         156,744          341,635 

Advances from an available line of credit 
of $100,000.  The loan bears interest at 
an annual rate of 10%.  All principal and 
interest is due and payable on or before 
August 3, 1998.                                      0           81,446 
 
Advances from an available line of credit 
of $20,000.  The loan bears interest at 
an annual rate of 10%.  All principal and 
interest is due and payable on or before 
July 1, 1999.                                    9,451                0 
 
Two notes payable totaling $45,000 
principal plus accrued interest at 6%, 
all due on January 27, 1997.                         0            1,418 

Advances from three available lines of 
credit which total $200,000.  The loans bear 
interest at an annual rate of 10%.  All 
principal and interest is due and payable 
on or before October 26, 1998.                  55,918           52,151 
 
Two notes payable totaling $10,000 principal 
plus accrued interest at 10%, all due on 
December 28, 1998.                              11,011           10,258 
 
Note payable of $10,000 principal plus accrued 
interest at 10%, all due on February 27, 1999.     679           10,090 
 
Advances from an available line of credit of 
$250,000.  The loan bears interest at an annual 
rate of 10%.  All principal and interest is due 
and payable on or before April 18, 1997.       162,448          102,929 
 
Advances from an available line of credit of 
$200,000.  The loan bears interest at an annual 
rate of 10%.  All principal and interest is due 
and payable on or before November 16, 1998.     80,779           75,278

Note payable of $10,000 principal plus accrued 
interest at 10%, all due on November 1, 1998.   10,164                0 

Equipment purchase contract with a monthly 
payment of $886 and an effective interest rate 
of 11% payable through November, 200.           33,527                0

Advances from an available line of credit of 
$300,000.  The loan bears interest at an annual 
rate of 10%.  All principal and interest is due 

                                                               Page 12

and payable on or before November 1, 1998.     167,649                0

Note payable of $10,000 principal plus accrued 
interest at 10%, all due on November 27, 1998.       0           10,342 
 
Equipment purchase contract with a monthly 
payment of $330 and an effective interest rate 
of 11.25% payable through January, 1999.             0           11,150  
 
Equipment purchase contract with a monthly 
payment of $315 and an effective interest rate 
of 20% payable through October, 1996.                0            2,777 
                                            ___________      ___________ 
                                               993,139          990,259
      Less Current Portion                    (475,318)        (430,147) 
                                            ___________      ___________ 
                                            $  517,821       $  560,112 
                                            ===========      =========== 
 
The amounts of long-term debt maturing in each of the years ending March  
31 are as follows:  1997 - $1,744; 1998 - $169,878; 1999 - $491,254; 
2000 - $18,745, 2001 - 6,749. 
 
8.  STOCKHOLDERS' EQUITY 
 
The discussion regarding stockholders' equity of the Company set forth  
in Note 8, Notes to Consolidated Financial Statements in the Company's  
Form 10-KSB, (File No.2-87738) for the fiscal year ended March 31, 1996,  
is incorporated herein by reference. 
 
9.  INCOME TAXES 
 
The discussion regarding income taxes of the Company set forth in Note  
9, Notes to Consolidated Financial Statements in the Company's Form 10- 
KSB, (File No.2-87738) for the fiscal year ended March 31, 1996, is  
incorporated herein by reference. 
 
10.  COMMITMENTS AND CONTINGENCIES 
 
The discussion regarding income taxes of the Company set forth in Note  
10, Notes to Consolidated Financial Statements in the Company's Form 10- 
KSB, (File No.2-87738) for the fiscal year ended March 31, 1996, is  
incorporated herein by reference. 
 
11.  RELATED PARTY TRANSACTIONS 
 
The discussion regarding income taxes of the Company set forth in Note  
11, Notes to Consolidated Financial Statements in the Company's Form 10- 
KSB, (File No.2-87738) for the fiscal year ended March 31, 1996, is  
incorporated herein by reference. 


                                                               Page 13 
 
12.  ALLOWANCE FOR ENVIRONMENTAL LIABILITY 
 
The discussion regarding income taxes of the Company set forth in Note  
12, Notes to Consolidated Financial Statements in the Company's Form 10- 
KSB, (File No.2-87738) for the fiscal year ended March 31, 1996, is  
incorporated herein by reference. 














































                                                               Page 14

ITEM 2. 
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF 
OPERATION  
Statements of Operations: 
 
Quarter Ended December 31, 1996 Compared to 
Quarter Ended December 31, 1995 
 
Revenues for the quarter ended December 31, 1996 were $221,626, a 33%  
decline from the same period of the prior year, in which revenues  
totaled $330,800.  Management fees decreased by approximately $45,000, 
the result of the February, 1996 closing of one facility at which MedFin 
Management Corp. provided management services.  In addition, the Company 
deconsolidated its medical billing subsidiary as of October 1, 1996, 
after transferring 50% of the ownership and substantially all of the 
control of that subsidiary to certain key employees of the medical 
billing company.  This deconsolidation of the subsidiary's financial 
results, combined with the net loss on the remaining 50% of the 
subsidiary, served to further reduce the Company's consolidated net 
income for the current quarter down to the reported amount.
 
General and administrative costs declined an overall 40% when comparing  
the second quarter of fiscal 1997 with the corresponding quarter of the  
previous year, from $349,073 for the December 31, 1995 quarter to 
$209,277 in the third quarter of this year.  While lower depreciation 
and amortization expense accounted for approximately 3% of this 
decline, most of the savings can be attributed to the previously 
mentioned facility closing and deconsolidation of the medical billing 
subsidiary.  Labor expense showed the greatest absolute 
decline of $88,760, a 42% decrease from the $209,217 of the previous 
fiscal year's third quarter.  $47,090 of this was due to the subsidiary 
deconsolidation.  Other such decreases included rent expense, which 
decreased by 23%, or $6,282, and telephone expense, which 
decreased by $3,059, or 40%.  Postage and delivery expense was also 
lower, dropping to $1,844 from $10,668, an 83% decline.  Much of this 
particular decline, however, is attributable less to cost containment 
than to the transfer of the California subsidiary's billing in-house 
during this quarter, a transition period in which much of the billing 
was delayed until the following quarter.  Interest expense for the 
quarter totaled 11% lower than that of the previous year, from $27,844 
in the quarter ended December 31, 1995 to $24,837 in the current 
quarter.  Again, some of this decline can be attributed to the 
deconsolidation of the medical billing subsidiary. 

Medfin Management Corp. contributed $55,866 to the Company's loss in the  
third quarter of this fiscal year, a slight improvement from the $61,237 
loss that this subsidiary showed in the same quarter of the previous 
year.  The parent company's net income increased to $38,935 from an 
$5,071 loss in the third quarter of fiscal 1996.  This increase was due 
in large part to the $53,666 in gain on investments during the current 
quarter; net income of the parent corporation would have declined by 
$9660 otherwise.
                                                               Page 15
Liquidity, Capital Resources and Income Taxes 
 
At December 31, 1996 working capital amounted to $66,605, up from the  
working capital balance of $47,879 at March 31, 1996. 
                                                                      
MedFin Management Corp. will continue to require working capital  
infusions over the next few months; the Company believes that it has 
adequate resources to meet such working capital needs. 

The Company's primary source of liquidity has been the cash it has  
obtained from the liquidation of its investment portfolio and collection  
of medical accounts receivable, as well as loans from financial  
institutions. 
 
The Company anticipates that internally generated cash and its lines of  
credit will be sufficient to finance overall operations. 
 
The Company is continually seeking to acquire businesses and may be in  
various stages of negotiations at any point in time which may or may not  
result in consummation of a transaction.  To provide funding for such  
acquisitions it may take a number of actions including (i) selling of  
its existing investments (ii) use of available working capital (iii)  
seeking short or long term loans (iv) issuing stock.  In addition, the  
Company may seek additional equity funds if needed.  These sources of  
capital may be both conventional and non-traditional.  The Company has  
no existing funding commitments and is presently under no contractual  
obligation to make any investment or acquisition. 
 
At March 31, 1996, the Company had an operating tax loss carryforward of  
approximately $4,400,000.  The Company's effective tax rate for  
financial statement purposes for fiscal year 1996 is negligible based  
upon continuing losses, the aforementioned net operating loss carry  
forwards and other factors. 
 
Impact of Inflation and Other Business Conditions 
 
Generally, increases in the Company's operating costs approximate the  
rate of inflation.  In the opinion of management, inflation has not had  
a material effect on the operation of the Company.  The Company has  
historically been able to react effectively to increases in labor or  
other operating costs through a combination of greater productivity and  
selective price increases where allowable. 
 










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SIGNATURES






In accordance with the requirements of the Exchange Act, the registrant 
caused this amendment to this report to be signed on its behalf by the 
undersigned, thereunto duly authorized.


T.H. LEHMAN & CO., INCORPORATED
AND SUBSIDIARIES


/s/ SHANNON C. GRIES                          DATE:  March 3, 1997
Secretary/Treasurer and
Principal Financial Officer





























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