INTERSTATE JOHNSON LANE INC
10-Q, 1995-08-15
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
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      UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                   WASHINGTON, D.C.  20549

                          FORM 10-Q

(Mark One)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

       For the quarterly period ended June 30, 1995

                        OR

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

      For the transition period from _______________ to _______________

     Commission file number 1-8952

                INTERSTATE/JOHNSON LANE, INC.
   (Exact name of Registrant as specified in its charter)

                           Delaware
       (State or other jurisdiction of incorporation or organization)

                         56-1470946
            (I.R.S. Employer Identification No.)

 Interstate Tower, P.O. Box 1012, Charlotte, North Carolina 28201-1012
     (Address of principal executive offices, zip code)

                       (704) 379-9000
    (Registrant's telephone number, including area code)

      Indicate by check mark whether the registrant  (1)  has
filed all reports required to be filed by Section 13 or 15(d)
of  the  Securities Exchange Act of 1934 during the preceding
12  months  (or  for 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

     Indicate the number of shares outstanding of each of the
issuer's   classes  of  common  stock,  as  of   the   latest
practicable date.

          Class                      Outstanding at July 31, 1995
(Common stock, $.20 par value)               6,190,084


                           PAGE 1 OF 14
<PAGE>


       INTERSTATE/JOHNSON LANE, INC. AND SUBSIDIARIES


                            Index


                                                              Page Number

Part I.   Financial Information

          Item 1.   Financial Statements

                    Condensed Consolidated Statements of
                    Financial Condition--June 30, 1995 and
                    September 30, 1994                            3

                    Condensed Consolidated Statements of
                    Operations--Nine Months Ended
                    June 30, 1995 and 1994                        4

                    Condensed Consolidated Statements of
                    Cash Flows--Nine Months Ended
                    June 30, 1995 and 1994                        5

                    Notes to Condensed Consolidated Financial
                    Statements                                    6

          Item 2.   Management's Discussion and Analysis of
                    Financial Condition and Results of Operations 9


Part II.  Other Information

          Item 1.   Legal Proceedings                            12

          Item 6.   Exhibits and Reports on Form 8-K             12


                               Page 2

<PAGE>

                    INTERSTATE/JOHNSON LANE, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                                 (Unaudited)
<TABLE>
<CAPTION>
                                                           (All dollars in thousands)
                                                         June 30,          September 30,
                                                           1995                1994
<S>                                                 <C>                  <C>
Assets
Cash and cash equivalents                            $      23,572       $      30,193
Cash and securities segregated for 
   regulatory purposes                                     102,611              83,983
Loans under matched securities resale agreements           284,505             339,189
Receivables:                                            
  Financing resale agreements                               28,731              20,989
  Customers                                                180,760             170,060
  Brokers, dealers and clearing agencies                    14,212              15,573
  Other                                                      5,457               9,418
Securities owned                                            59,255              57,023
Land, buildings, and improvements, net                       7,935               9,135
Office facilities and equipment, net                         8,138               6,406
Goodwill and intangible assets                              13,829              14,285
Other assets                                                16,658              11,579
                                                     $     745,663       $     767,833

Liabilities and Shareholders' Equity
Short-term borrowings:
  Checks payable                                     $      16,868       $      18,179
  Bank loans                                               ---                   4,997
  Financing repurchase agreements                           21,188              11,935
Borrowings under matched securities repurchase agreements  287,166             339,777
Payables:
  Customers                                                252,672             227,431
  Brokers and dealers                                        4,672               6,388
  Income taxes                                               1,026                 297
  Other                                                      6,493               8,327
Accrued compensation and benefits                           11,060              13,010
Securities sold but not yet purchased                       30,120              23,258
Notes payable                                                7,447               8,143
Other liabilities and accrued expenses                      15,841              16,922
                                                           654,553             678,664
Minority interest                                              200                 200
Subordinated debt                                           20,999              20,999
Shareholders' equity:
      Common stock                                           1,377               1,377
      Additional paid-in-capital                            31,380              31,589
      Retained earnings                                     43,193              39,871
                                                            75,950              72,837
      Less:  treasury stock, at cost                        (6,039)             (4,867)
            Total shareholders' equity                      69,911              67,970
                                                     $     745,663       $     767,833
</TABLE>

The accompanying notes are an integral part of the condensed consolidated 
financial statements.

                               Page 3

<PAGE>

                INTERSTATE/JOHNSON LANE, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                            (Unaudited)

<TABLE>
<CAPTION>
                                                            For the Nine Months           For the Three Months
                                                              Ended June 30,                Ended June 30,
                                                            1995           1994           1995           1994
<S>                                                   <C>            <C>            <C>            <C>
Revenues:
   Commissions and sales credits                       $    82,209    $    86,892    $    30,528    $    25,160
   Trading gains, net                                        5,049          4,114          1,572            598
   Investment banking and underwriting                       2,931          5,001          1,107          1,457
   Asset management and advisory                             5,270          4,502          1,753          1,575
   Interest                                                 33,199         19,930         11,771          7,529
   Other                                                     4,829          5,732          1,510          1,704
Total revenues                                             133,487        126,171         48,241         38,023
   Interest expense                                         25,577         12,877          9,217          4,917
Net revenues                                               107,910        113,294         39,024         33,106
Expenses:
   Compensation and benefits                                68,783         70,128         25,085         21,446
   Occupancy                                                 6,286          6,121          2,109          2,095
   Technology & telephone                                   11,163         10,006          4,237          3,460
   Execution, clearance and depository                       2,841          2,884            955            959
   Promotion and development                                 4,181          4,120          1,401          1,454
   Professional services                                     2,533          2,893          1,005            868
   Printing, postage and supplies                            2,587          2,457            968            831
   Other operating expenses                                  3,154          4,427          1,025            770
Total expenses                                             101,528        103,036         36,785         31,883
Income before income taxes                              
      and cumulative effect of a change                                
      in accounting principle                                6,382         10,258          2,239          1,223
Income tax expense                                           2,488          4,141            879            489
Income before cumulative effect of a
     change in accounting principle                          3,894          6,117          1,360            734
  Cumulative effect of a change in
   accounting principle                                    ---              3,059        ---            ---
Net Income                                             $     3,894    $     9,176    $     1,360    $       734
Primary earnings per share:
   Income before cumulative effect of a
        change in accounting principle                 $      0.61    $      0.93    $      0.22    $      0.11
   Cumulative effect of a change in
        accounting principle                               ---               0.47        ---            ---
   Net income                                          $      0.61    $      1.40    $      0.22    $      0.11
Fully diluted earnings per share:
   Income before cumulative effect of a
       change in accounting principle                  $      0.61    $      0.87    $      0.21    $      0.11
   Cumulative effect of a change in
       accounting principle                                ---               0.39        ---            ---
   Net income                                          $      0.61    $      1.26    $      0.21    $      0.11
Weighted average shares:
   Primary                                               6,363,871      6,576,172      6,281,891      6,492,165
   Fully diluted                                         7,642,047      7,885,971      7,560,067      7,780,523

</TABLE>

The accompanying notes are an integral part of the condensed consolidated 
financial statements.

                               Page 4

<PAGE>

              INTERSTATE/JOHNSON LANE, INC. AND SUBSIDIARIES
              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                     For the nine months ended June 30,
                           (Unaudited)

<TABLE>
<CAPTION>
                                                                  (All dollars in thousands)
                                                                         1995           1994
<S>                                                              <C>            <C>        
Cash flows from operating activities:
Net income                                                        $     3,894    $     9,176
Adjustments to reconcile net income to cash provided
  (used) by operating activities:
Depreciation and amortization                                           2,674          2,187
Provision for real estate charges                                         750            440
Other non-cash items                                                     (198)         1,300
                                                                        3,226          3,927
Cash and  securities segregated for
    regulatory purposes                                               (18,627)        10,834
Loans under matched securities resale and repurchase agreements, net    2,074          1,337
Net payables to customers                                              14,541        (19,852)
Net receivables from brokers, dealers and clearing agencies              (356)          (656)
Other receivables                                                       3,961            474
Securities owned, net                                                   4,629        (11,416)
Other assets                                                           (5,113)        (2,358)
Income taxes payable                                                      729         (2,494)
Accrued compensation and benefits                                      (1,950)        (4,140)
Other liabilities and accrued expenses                                 (2,620)          (665)
                                                                       (2,732)       (28,936)
        Cash (used) by operating activities                             4,388        (25,009)

Cash flows from financing activities:
Proceeds from (repayment of):
   Short-term bank borrowings                                          (6,307)        (5,491)
   Notes payable                                                         (696)          (856)
   Secured demand note                                                ---             (1,000)
Loans under financing repurchase and resale agreements, net             1,511         29,503
Proceeds from stock discount program                                      736        ---
Proceeds from stock options exercised                                     164            227
Purchase of stock for treasury                                         (2,575)        (2,622)
Dividends paid                                                           (572)          (393)

        Cash (used) provided by financing activities                   (7,739)        19,368

Cash flows from investing activities:
Capital expenditures                                                   (3,270)        (1,554)
        Cash used by investing activities                              (3,270)        (1,554)

Net decrease (increase) in cash and cash equivalents                   (6,621)         1,981
Cash and cash equivalents at beginning of period                       30,193         20,393
Cash and cash equivalents at end of period                        $    23,572    $    22,374
Cash paid during the quarter for:
   Interest                                                       $     9,029    $     4,727
   Income taxes                                                   $       593    $     1,936

</TABLE>

The accompanying notes are an integral part of the condensed consolidated 
financial statements.


                               Page 5

<PAGE>


            INTERSTATE/JOHNSON LANE, INC. AND SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                         (Unaudited)


1.Basis of Presentation:

  The  interim  financial statements are unaudited;  however,
  such  information reflects all normal recurring adjustments
  which,  in the opinion of management, are necessary  for  a
  fair  presentation  of the results  for  the  period.   The
  nature  of the Company's business is such that the  results
  of  any  interim period are not necessarily  indicative  of
  results for a full fiscal year.


2.Net Capital Requirements:

  As  a  registered broker-dealer and member of the New  York
  Stock   Exchange,   Interstate/Johnson   Lane   Corporation
  ("IJL"),   the  principal  operating  subsidiary   of   the
  Company,   is  subject  to  the  Securities  and   Exchange
  Commission's uniform net capital rule.  IJL has elected  to
  operate  under  the alternative method of the  rule,  which
  prohibits   a   broker-dealer   from   engaging   in    any
  transactions when its "net capital" is less than 2% of  its
  "aggregate   debit   balances"   arising   from    customer
  transactions, as these terms are defined in the  rule.  The
  Exchange may also impose business restrictions on a  member
  firm  if  its  net capital falls below 5% of its  aggregate
  debit  balances.   IJL  is also subject  to  the  Commodity
  Futures    Trading   Commission   minimum    net    capital
  requirement.
  
  At  June  30,  1995,  IJL's net  capital  was  21%  of  its
  aggregate  debit balances and approximately  $35.2  million
  in excess of its minimum regulatory requirements.


3.Commitments and Contingencies:

  Leases for office space and equipment are accounted for  as
  operating  leases.  Approximate minimum rental  commitments
  under   noncancelable  leases,  some   of   which   contain
  escalation clauses and renewal options, are as follows:
  
                                                  Millions
  
  For the three months ended September 30, 1995    $2.7
  
  For the fiscal year ended September 30,
                      1996                          7.8
                      1997                          5.6
                      1998                          4.8
                      1999                          3.2
                      Thereafter                     .7
                                                 $ 24.8




                              Page 6
                              
<PAGE>                              
       INTERSTATE/JOHNSON LANE, INC. AND SUBSIDIARIES
    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                         (Unaudited)


3.Commitments and Contingencies, continued:

  In  connection  with its involvement as a  general  partner
  and/or  placement  agent  of various  real  estate  limited
  partnerships,   the   Company   has   guaranteed    certain
  obligations  of  limited partners  and,  with  others,  has
  jointly  or  severally guaranteed mortgage loan obligations
  of  some of the partnerships.  At June 30, 1995, contingent
  liabilities    under   these   obligations   amounted    to
  approximately $500,000 in the aggregate.
  
  Of  a  $20  million irrevocable letter of credit available,
  the   amount  outstanding  at  June  30,  1995  under  this
  facility was $2.3 million.
  
  
4.Legal Proceedings:

  IJL is a defendant, or otherwise has possible exposure,  in
  various  legal actions arising out of its activities  as  a
  broker-dealer, underwriter, or employer.  Several of  these
  actions,  including some class actions,  claim  substantial
  or  unspecified  damages which could  be  material.   While
  predicting  the  outcome of litigation is  inherently  very
  difficult, and the ultimate resolution, range of loss,  and
  impact  on  operating results cannot reliably be estimated,
  management  is of the opinion, based upon its understanding
  of  the  facts  and  the  advice  of  legal  counsel,  that
  resolution  of  these  actions will  not  have  a  material
  adverse  effect  on  the  Company's consolidated  financial
  condition.
  
  During  the quarter, the Company settled, subject to  final
  court  approval, a class action suit involving common stock
  offerings  of  Del-Val  Financial Corporation.   Previously
  established  reserves  fully  covered  the  settlement  and
  accordingly  there was no material impact on the  Company's
  consolidated financial condition.
  
  
5.Financial Instruments with Off-Balance-Sheet Risk:

  IJL's    business   activities   involve   the   execution,
  settlement   and   financing  of  securities   transactions
  generating accounts receivable, and thus may expose IJL  to
  financial   risk   in  the  event  a  customer   or   other
  counterparty   is   unable  to  fulfill   its   contractual
  obligations.    IJL  controls  the  risk  associated   with
  collateralized  loans  by revaluing collateral  at  current
  prices,   monitoring  compliance  with  applicable   credit
  limits  and industry regulations, and requiring the posting
  of additional collateral when appropriate.
  
  Obligations arising from financial instruments  sold  short
  in  connection  with its normal trading  activities  expose
  IJL  to risk in the event market prices increase, since  it
  may  be  obligated  to  repurchase  those  positions  at  a
  greater  price.   IJL's  short selling  primarily  involves
  debt  securities,  which are typically less  volatile  than
  equities or options.

                               Page 7
<PAGE>                              
                              
          INTERSTATE/JOHNSON LANE, INC. AND SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           (Unaudited)
  
  
5.Financial Instruments with Off-Balance-Sheet Risk,
  continued:
  
  
  Forward  and  futures  contracts  provide  for  the  seller
  agreeing   to   make  delivery  of  securities   or   other
  instruments  at  a specified future date and  price.   Risk
  arises  from  the potential inability of counterparties  to
  honor  contract terms, and from changes in  values  of  the
  underlying   instruments.   At   June   30,   1995,   IJL's
  commitments  included forward purchase and  sale  contracts
  involving  mortgage-backed  securities  with  long   market
  values  of  approximately $55.2 million  and  short  market
  values  of  approximately $58.2 million  and  futures  sale
  contracts with short values of $10.1 million.
  
  IJL  enters into resale agreements, whereby it lends  money
  by  purchasing  U.S.  government/agency or  mortgage-backed
  securities  from customers or dealers with an agreement  to
  resell  them to the same customers or dealers  at  a  later
  date.   Such  loans  are collateralized by  the  underlying
  securities,  which are held in custody by IJL  and  may  be
  converted  into  cash at IJL's option.   In  addition,  IJL
  monitors  the  market value of the collateral,  and  issues
  margin    calls    as    necessary   according    to    the
  creditworthiness  of  the borrower.  Approximately  90%  of
  all  loans under securities resale agreements at  June  30,
  1995 were made to three counterparties.

  IJL   incurs   risk   in  underwriting  public   securities
  offerings  to  the extent that prospective buyers  fail  to
  purchase  the securities.  The Company attempts to mitigate
  this  risk  through  due diligence  carried  out  prior  to
  undertaking the contractual obligation.

                               Page 8
<PAGE>

          INTERSTATE/JOHNSON LANE, INC. AND SUBSIDIARIES
              MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULTS OF OPERATIONS


General Business Environment

The  Company's  principal activities -- securities  brokerage
for  individual (retail) and institutional investors, market-
making  in  equity  and  fixed-income securities,  investment
banking  and  underwriting,  and  investment  management  and
advisory  services  --  are  highly  competitive.   Strategic
alliances  between  investment firms  and  commercial  banks,
insurance  companies, and other financial  services  entities
have  intensified  this competition.  Many of  the  Company's
revenue  sources are sensitive to marketplace trading volumes
and to interest rate conditions which can be volatile.


During  the  past  four years, the Company has  undertaken  a
major   commitment  to  build  its  retail  sales  force   by
recruiting   and  training  individuals  without   securities
industry experience.  As a result, approximately 27%  of  the
Company's  retail financial consultants are individuals  with
less than three years' experience.  While this condition  may
bode well for the future, a protracted slowdown in individual
investor   activity   may  negatively  impact   the   revenue
production  of  a less seasoned sales force.  Securities  and
Exchange Commission rulings and proposals in 1994 on  broker-
dealer  practices  related to order flow, and  on  disclosure
requirements for institutions using "soft dollars" to pay for
research  services, the latter a significant  source  of  the
Company's  profits,  could also have a  dampening  effect  on
operating results.

The  Company's trading inventories may include, from time  to
time,  positions  in taxable and non-taxable debt  securities
which  have greater risks than positions in investment  grade
securities.  While these positions are required to be  valued
at  "market",  there  is  a thinly  traded  market  for  such
securities;  quotes are generally available  from  a  limited
number of dealers, and may not represent firm bids or offers.
The  average  inventory of these securities during  the  nine
months  ended June 30, 1995, was $7.1 million.   As  of  that
same  date, such holdings represented $600,000 or 1%, of  all
securities owned by the Company.


Liquidity and Capital Resources

The  Company's net cash position decreased $6.6  million  for
the  nine  months ended June 30, 1995.  Operating  activities
consumed $2.7 million of cash, offset by $7.1 million of  net
income  adjusted for depreciation and other non-cash charges.
Financing  activities consumed an additional $7.7 million  of
cash while capital expenditures totaled $3.3 million.

                               Page 9
<PAGE>

          INTERSTATE/JOHNSON LANE, INC. AND SUBSIDIARIES
              MANAGEMENT'S DISCUSSION AND ANALYSIS OF
     FINANCIAL CONDITION AND RESULTS OF OPERATIONS, continued


Liquidity and Capital Resources, continued

The Company's permanent capital consists of its shareholders'
equity   and   subordinated   debt.    Day-to-day   financing
requirements  are  primarily  influenced  by  the  level   of
securities  inventories, net receivables from  customers  and
broker-dealers, and net receivables under resale  agreements.
Significant cash requirements could occur in connection  with
payments under deferred compensation plans, repurchase of the
Company's common stock and/or convertible debentures, payment
of  dividends, and litigation settlements arising from normal
business  operations.  Beginning in fiscal 1995, the  Company
anticipates  capital expenditures in the $7  to  $10  million
range  over several years in connection with a major  program
of technology improvements.

At June 30, 1995, the Company had $115 million of unused call
loan financing available.  In addition, the Company maintains
significant credit lines for repurchase agreements with other
financial   institutions  and  has  financed   its   customer
receivables   with   customer  payables   for   many   years.
Management believes that these resources, together  with  the
Company's  permanent  capital  base  and  funds  provided  by
operations,  will  satisfy normal  financing  needs  for  the
foreseeable  future.  The Company's broker-dealer subsidiary,
Interstate/Johnson Lane Corporation ("IJL"),  is  subject  to
liquidity  and  capital requirements of  the  Securities  and
Exchange  Commission, Commodity Futures  Trading  Commission,
and  The  New  York  Stock  Exchange,  and  has  consistently
operated well in excess of the minimum requirements.  At June
30,  1995, IJL had net capital of $38.9 million, "excess  net
capital"  of  approximately $35.2 million, and a net  capital
ratio of 21%.


Results of Operations

For  the  nine  months  ended June  30,  1995,  net  revenues
decreased $5.4 million, or 5%, from the previous year,  while
expenses, other than interest, decreased $1.5 million, or 2%.
Net  income of  $3.9 million was down $5.3 million  from  the
results of the period of a year ago which were augmented by a
$3.1  million credit from the cumulative effect  of  adopting
Financial  Accounting  Standards  Board  Statement  No.  109,
"Accounting for Income Taxes."

Net  revenues  increased $5.9 million, or 18% for  the  three
months  ended  June 30, 1995, while total expenses  increased
$4.9  million,  or 15%.  Net income for the period  was  $1.4
million or $.22 per share compared with $700,000 or $.11  per
share for the same quarter of a year ago.

Overall,  commissions and sales credits  decreased  by  about
$4.7  million, or 5% from the same  nine-month  period  of  a
year ago, representing a gain of 1% in the retail sector  and
a  decline of 16% in the institutional sector.  Substantially
fewer  equity and debt underwritings, combined with decreases
in  secondary government securities business, contributed  to
the decline in the institutional sector.  For the three-month
period  ended  June 30, 1995, commissions and  sales  credits
increased $5.4 million, or 21%, representing a gain of 28% in
the  retail  sector while the institutional  sector  remained
flat.   Increases  in secondary market transactions  in  both
exchange  listed and OTC equities contributed to the increase
in the retail sector.


                               Page 10

<PAGE>

          INTERSTATE/JOHNSON LANE, INC. AND SUBSIDIARIES
              MANAGEMENT'S DISCUSSION AND ANALYSIS OF
     FINANCIAL CONDITION AND RESULTS OF OPERATIONS, continued


Results of Operations, continued

Net trading gains increased $900,000, or 23%, and $1 million,
or  163%,  from the same nine and three  month periods  of  a
year ago.  Profits from trading in tax exempt securities  and
corporate fixed income securities were up $4.6 million  ($1.8
million  for the quarter) for the nine months ended June  30,
1995.  These increases were offset by trading declines in OTC
stocks  of  $1.3  million and government and mortgage  backed
securities of $3.6 million ($900,000 for the quarter).

Investment banking fees and underwriting profits decreased $2
million, or 41%, and $350,000, or 24%, for the nine and three
month  periods due to a generally sluggish new issues market,
coupled  with  a  low level of originations in  the  quarter.
Asset  management  and  advisory fees were  up  $800,000  and
$200,000  for the nine and three month periods, respectively,
due  to  the continued growth of "wrap fees" paid  by  retail
clients in lieu of transaction-based commissions.

Interest  revenues were up about $13.3 million for  the  nine
months  ended  June 30, 1995 ($4.2 million for  the  quarter)
while  expenses increased $12.7 million and $4.3 million  for
the   corresponding   periods.   Net   interest   income   is
essentially flat for the quarter as compared with  the  prior
year, while the nine month period is up about $600,000.   The
latter  increase is due primarily to higher rates  earned  on
increased  segregated customer funds.  Roughly  half  of  the
increase  in  both revenues and expenses is  attributable  to
significantly higher levels of matched resale and  repurchase
agreements; the remaining increase is attributable to  higher
interest earned on increased customer debit balances and paid
on increased customer payables.

Compensation and benefits costs decreased $1.3 million, or 2%
for  the  nine month period ended June 30, 1995 due primarily
to  a  decline  in  transaction-based commissions  and  other
profit-driven  incentives.  However,  these  costs  increased
$3.6 million, or 17%, for the quarter due to the accompanying
increase  in  revenue  experienced  during  the  quarter   as
compared  with  the  prior  year.  Technology  and  telephone
expense  increased $1.2 million, or 12%, for the  nine  month
period  and  $800,000  for  the  quarter,  primarily  due  to
expenses   related  to  the  Company's  ongoing  program   of
technology  improvements.   Professional  services  decreased
$400,000, or 13%, for the nine month period due to a decrease
in  legal  fees.   Other  operating expenses  decreased  $1.3
million, or 28%, for the year largely as a result of  smaller
provisions  for legal and related matters.  For the  quarter,
other  operating  expenses  increased  $250,000  due  to   an
increase in consulting services related to the aforementioned
technology improvements.

                              Page 11
                              
<PAGE>                              
                 PART II. OTHER INFORMATION



Item 1. Legal Proceedings

  IJL is a defendant, or otherwise has possible exposure,  in
  various  legal actions arising out of its activities  as  a
  broker-dealer, underwriter, or employer.  Several of  these
  actions, including some class actions, claim substantial or
  unspecified   damages  which  could  be  material.    While
  predicting  the  outcome of litigation is  inherently  very
  difficult, and the ultimate resolution, range of loss,  and
  impact  on  operating results cannot reliably be estimated,
  management  is of the opinion, based upon its understanding
  of  the  facts  and  the  advice  of  legal  counsel,  that
  resolution  of  these  actions will  not  have  a  material
  adverse  effect  on  the  Company's consolidated  financial
  condition.

  During  the quarter, the Company settled, subject to  final
  court  approval, a class action suit involving common stock
  offerings  of  Del-Val  Financial Corporation.   Previously
  established  reserves  fully  covered  the  settlement  and
  accordingly  there was no material impact on the  Company's
  consolidated financial condition.


Item 6. Exhibits and Reports on Form 8-K

     (a)  Exhibits

          Designation of Exhibit                             Sequential
              in this Report            Description          Page Number
                      11             Statement Regarding
                                     Computation of Per
                                     Share Earnings                14

     (b)  Reports on Form 8-K

           There  were no reports on Form 8-K filed  for  the
three months ended June 30, 1995.


                               Page 12
                              
<PAGE>                              

                              
                              
                              
                INTERSTATE/JOHNSON LANE, INC.
                AND CONSOLIDATED SUBSIDIARIES
                              
                              
                         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, thereunto duly
authorized.



                                   INTERSTATE/JOHNSON LANE, INC.
                                             Registrant


     Signature                      Title                      Date


_________________________          Vice President - Finance
       Edward C. Ruff              and Treasurer (Principal
                                   Financial Officer)          August 15, 1995



_________________________          Assistant Vice President
   C. Fred Wagstaff, III           (Principal Accounting     
                                   Officer)                    August 15, 1995



                              
                               Page 13
                              




<PAGE>

                                                                 Exhibit 11

<TABLE>
<CAPTION>

STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS

                                                                       Nine Months Ended                    Three Months Ended
                                                                            June 30,                            June 30,
Net income per share was computed as follows:                         1995              1994              1995             1994
<S>                                                         <C>                <C>             <C>                <C>
Primary:
1) Income before cumulative effect of a
      change in accounting principle                         $    3,893,565      $  6,116,770  $      1,359,805  $       734,213
    Cumulative effect of a change in accounting principle         ---               3,059,000            ---              ---
    Net income                                               $    3,893,565      $  9,175,770  $      1,359,805  $       734,213

2) Weighted average shares outstanding                            6,363,871         6,576,172         6,281,891        6,492,165
3) Incremental shares under stock options
      computed under the treasury stock method
      using the average market price of
      issuer's stock during the periods                              79,233           126,757            94,546          105,316
4) Weighted average shares and common
      equivalent shares outstanding                               6,443,104         6,702,929         6,376,437        6,597,481
5) Weighted average shares outstanding
      which were used for calculation                             6,363,871 (A)     6,576,172 (A)     6,281,891 (A)    6,492,165(A)
6) Income per share before (item 1 divided by
      item 5) cumulative effect of a
      change in accounting principle                      $            0.61  $           0.93  $           0.22  $          0.11
    Cumulative effect of  a change in accounting principle
      per share                                                   ---                   0.47            ---               ---
    Net income per share                                  $            0.61  $           1.40  $           0.22  $          0.11

Fully Diluted:
1) Unadjusted income before cumulative effect
      of a change in accounting principle                 $       3,893,565  $      6,116,770  $      1,359,805  $       734,213
2) Interest on convertible subordinated
      debentures, net of tax effect                                 738,443           738,443           246,148          246,148
3) Adjusted income before cumulative effect
      of a change in accounting principle                 $       4,632,008  $      6,855,213  $      1,605,953  $       980,361
    Cumulative effect of a change in accounting principle         ---              3,059,000          ---                ---
    Adjusted net income                                   $       4,632,008  $      9,914,213  $      1,605,953  $       980,361

4) Weighted average shares outstanding                            6,363,871         6,576,172         6,281,891        6,492,165

5) Incremental shares under stock options
      computed under the treasury stock method
      using the higher of the average or ending
      market price of issuer's stock at the end
      of the periods                                                 95,134           126,757            95,134          105,316
6) Incremental shares relating to
      convertible subordinated debentures                         1,183,042         1,183,042         1,183,042        1,183,042
7) Weighted average shares and common
      equivalent shares outstanding                               7,642,047         7,885,971         7,560,067        7,780,523

8) Income per share before (item 3 divided by
      item 7) cumulative effect of a change
      in accounting principle                             $            0.61  $           0.87  $           0.21  $          0.11
    Cumulative effect of change in accounting principle            ---                   0.39            ---              ---
    Net income per share                                  $            0.61  $           1.26  $           0.21  $          0.11
</TABLE>

(A) Dilutive effect of common equivalent shares not included since dilution 
    is less than 3%.


<TABLE> <S> <C>

<ARTICLE> BD
       
<S>                             <C>                     <C>
<PERIOD-TYPE>                   3-MOS                   9-MOS
<FISCAL-YEAR-END>                          SEP-30-1995             SEP-30-1995
<PERIOD-START>                             APR-01-1995             OCT-01-1994
<PERIOD-END>                               JUN-30-1995             JUN-30-1995
<CASH>                                          23,572                  23,572
<RECEIVABLES>                                  192,874                 192,874
<SECURITIES-RESALE>                            313,236                 313,236
<SECURITIES-BORROWED>                            7,555                   7,555
<INSTRUMENTS-OWNED>                             59,255                  59,255
<PP&E>                                          16,073                  16,073
<TOTAL-ASSETS>                                 745,663                 745,663
<SHORT-TERM>                                    16,868                  16,868
<PAYABLES>                                     264,863                 264,863
<REPOS-SOLD>                                   308,354                 308,354
<SECURITIES-LOANED>                                  0                       0
<INSTRUMENTS-SOLD>                              30,120                  30,120
<LONG-TERM>                                     28,446                  28,446
<COMMON>                                         1,377                   1,377
                                0                       0
                                          0                       0
<OTHER-SE>                                      68,534                  68,534
<TOTAL-LIABILITY-AND-EQUITY>                   745,663                 745,663
<TRADING-REVENUE>                                1,572                   5,049
<INTEREST-DIVIDENDS>                            11,771                  33,199
<COMMISSIONS>                                   30,528                  82,209
<INVESTMENT-BANKING-REVENUES>                    1,107                   2,931
<FEE-REVENUE>                                    1,753                   5,270
<INTEREST-EXPENSE>                               9,217                  25,577
<COMPENSATION>                                  25,085                  68,783
<INCOME-PRETAX>                                  2,239                   6,382
<INCOME-PRE-EXTRAORDINARY>                       1,360                   3,894
<EXTRAORDINARY>                                      0                       0
<CHANGES>                                            0                       0
<NET-INCOME>                                     1,360                   3,894
<EPS-PRIMARY>                                     0.22                    0.61
<EPS-DILUTED>                                     0.21                    0.61
        

</TABLE>


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