BROWN ALEX INC
10-Q, 1996-05-06
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
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<PAGE>
                                  FORM 10-Q

                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549


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

For the Quarterly Period Ended March 31, 1996

Commission file number 0-14199

                           ALEX. BROWN INCORPORATED
_______________________________________________________________________________
            (Exact name of registrant as specified in its charter)

          Maryland                                 52-1434118
_______________________________________________________________________________
     (State or other jurisdiction of       (I.R.S. Employer Identification No.)
     incorporation or organization)

                     135 E. Baltimore St., Baltimore, MD
                                    21202
_______________________________________________________________________________
                   (Address of principal executive offices)
                                  (Zip code)

                                (410) 727-1700
_______________________________________________________________________________
             (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 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         

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

          Common Stock, $.10 par value                 16,128,565       
- -------------------------------------------------------------------------------
                     (Class)                  (Outstanding at April 29, 1996)

</PAGE>
<PAGE>

                  ALEX. BROWN INCORPORATED AND SUBSIDIARIES
                                    INDEX

                                                                   Page
Part I - Financial Information

 Consolidated Statements of Earnings (Unaudited) for the
      three months ended March 31, 1996 and 1995                     1  

 Consolidated Statements of Financial Condition as of 
      March 31, 1996 (Unaudited) and December 31, 1995              2-3

 Consolidated Statements of Stockholders' Equity
      (Unaudited) for the three months ended 
      March 31, 1996 and 1995                                        4  

 Consolidated Statements of Cash Flows (Unaudited)
      for the three months ended March 31, 1996 and 1995             5  

 Notes to Consolidated Financial Statements (Unaudited)             6-7 

 Management's Discussion and Analysis of Results of 
      Operations and Financial Condition                            8-10

Part II - Other Information                                         11  

 Signatures                                                         12  

Exhibit - 

 (11) Calculation of Earnings Per Share (Unaudited)                 13  

</PAGE>
<PAGE>

                  ALEX. BROWN INCORPORATED AND SUBSIDIARIES
                     Consolidated Statements of Earnings
                   (in thousands, except per share amounts)
                                 (Unaudited)
<TABLE>
<CAPTION>                                                                      
                                       Three Months Ended March 31,  
                                     ---------------------------------
                                        1996                   1995
                                     ---------                --------
 Revenues:                          
      <S>                            <C>                     <C>
      Commissions                    $  52,005               $  39,619
      Investment banking               101,838                  39,854
      Principal transactions            52,365                  28,917
      Interest and dividends            33,735                  21,146
      Advisory and other                30,897                  21,800
                                     ---------               ---------
        Total revenues                 270,840                 151,336
                                     ---------               ---------
 Operating expenses:                       
      Compensation and benefits        145,575                  82,245
      Communications                     8,642                   7,249
      Occupancy and equipment            8,763                   8,503
      Interest                          12,185                   6,779
      Floor brokerage, exchange                    
        and clearing fees                4,943                   4,197
      Other operating expenses          23,466                  15,026
                                     ---------               ---------
        Total operating expenses       203,574                 123,999
                                     ---------               ---------
 Earnings before income taxes           67,266                  27,337
 Income taxes                           26,570                  10,935
                                     ---------               ---------
 Net earnings                        $  40,696                $ 16,402  
                                     =========               =========
 Earnings per share:                       
      Primary                        $    2.51                $   1.10
                                     =========               =========
      Fully diluted                  $    2.21                $   0.96
                                     =========               =========
 Weighted average number of shares outstanding:         
      Primary                           16,210                  14,940
                                     =========               =========
      Fully diluted                     18,673                  17,583
                                     =========               =========
 Cash dividends declared per share   $    0.20                $  0.175
                                     =========               =========
</TABLE>

See accompanying notes to consolidated financial statements.

                                        1
</PAGE>

<PAGE>
                  ALEX. BROWN INCORPORATED AND SUBSIDIARIES
                Consolidated Statements of Financial Condition
                                (in thousands)

                                    ASSETS

<TABLE>
<CAPTION>       
                         
                                                   March 31,    December 31,
                                                     1996          1995         
                                                 -----------    ------------ 
                                                 (Unaudited)     
                         
<S>                                              <C>  <C>       <C>  <C>
Cash and cash equivalents                        $    18,158    $    62,103
                         
Receivables:                       
     Customers                                     1,270,588      1,277,869    
     Brokers, dealers and clearing organizations     572,938        416,449
     Other                                            61,530         62,056
                         
Firm trading securities (Note 2)                     167,148        110,564
                         
Securities purchased under agreements to resell       28,250         34,865
                         
Deferred income taxes                                 29,370         27,813
                         
Memberships in exchanges, at cost                      
     (market $3,360 and $2,864)                          323            323
                         
Office equipment and leasehold improvements,                       
     at cost less accumulated depreciation and                        
     amortization of $42,931 and $40,483              36,908         41,189
                         
Investment securities (Note 5)                        51,363         50,294  
                         
Loans to employees to purchase convertible                         
     subordinated debentures (Note 4)                 49,939         48,320
                         
Other assets                                          86,994         64,662
                                                  ----------     ----------
                                                  $2,373,509     $2,196,507
</TABLE>
                                                  ==========     ==========


                                 (continued)
                                      2
</PAGE>
<PAGE>

                  ALEX. BROWN INCORPORATED AND SUBSIDIARIES
          Consolidated Statements of Financial Condition (continued)
                                (in thousands)

                     LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>

                                                  March 31,     December 31,
                                                    1996           1995       
                                                ------------    ------------
                                                (Unaudited)      
                         
<S>                                              <C> <C>        <C> <C>
Bank loans                                       $   191,012    $   120,008 
                         
Payables:                          
     Cash management facility                         83,677         70,338 
     Customers, including free credit balances       440,343        506,993
     Brokers, dealers and clearing organizations     636,726        480,621 
     Current federal and state income taxes           12,969          5,032 
     Other                                           235,062        294,643 
                         
Securities sold, not yet purchased (Note 2)           49,210         54,276 
                         
Securities sold under repurchase agreements               -           2,460 

7 5/8% Senior notes (Note 4)                         109,429        109,414 
                         
5 3/4% Convertible subordinated debentures            11,856         11,851 
                         
Employee convertible subordinated debentures (Note 4) 57,545         51,584 
                         
Commitments and contingencies (Note 6)                     
Stockholders' equity (Note 4):                    
     Common stock of $.10 par value                        
       Authorized 50,000,000 shares                      
       Issued and outstanding 16,080,246 shares in 1996                       
       and 15,532,696 shares in 1995                  1,608          1,553 
     Additional paid-in capital                      31,007        114,011 
     Loans to employees to purchase common stock    (10,649)       (12,470)
     Retained earnings                              423,714        386,193 
                                                 ----------     ----------
         Total stockholders' equity                 545,680        489,287
                                                 ----------     ----------
                                                 $2,373,509     $2,196,507 
                                                 ==========     ==========
</TABLE>

See accompanying notes to consolidated financial statements.

                                      3
</PAGE>

<PAGE>


                   ALEX. BROWN INCORPORATED AND SUBSIDIARIES
                Consolidated Statements of Stockholders' Equity
                                (in thousands)
                                  (Unaudited)

<TABLE>
<CAPTION>
                   
                                                 Loans To     
                                                 Employees
                                      Additional To Purchase          Total
                                Common  Paid-in   Common  Retained Stockholders'
                                 Stock  Capital    Stock   Earnings   Equity 
                                ------ --------   ------- --------- ------------
Three months ended March 31, 1996                                           
                                                                 
 <S>                 <C> <C>    <C>     <C>      <C>        <C>       <C>
 Balance at December 31, 1995   $1,553  $114,011 $(12,470)  $386,193  $489,287
 Net earnings                      -         -        -       40,696    40,696
 Issuance of 375,808 shares of                               
   common stock                     38    10,005      -          -      10,043
 Payments on employee loans        -         -      1,821        -       1,821
 Repurchase and retirement of                                               
   1,934 shares of common stock    -         (79)     -          -         (79)
 Compensation payable                                                       
   in common stock                  17     7,070      -          -       7,087
 Dividends paid                    -         -        -       (3,175)   (3,175)
                               -------  --------- --------- --------- --------  
 Balance at March 31, 1996      $1,608  $131,007  $(10,649) $423,714  $545,680 
                               =======  ========= ========= ========= ========
                                        
Three months ended March 31, 1995                                           
   
 Balance at December 31, 1994   $1,429  $ 81,042  $(11,011) $301,968  $373,428
 Net earnings                      -         -         -      16,402    16,402
 Issuance of 447,256 shares of                               
   common stock                     45    10,080      (433)      -       9,692
 Payments on employee loans        -         -         525       -         525
 Repurchase and retirement of                                               
   6,025 shares of common stock     (1)     (180)      -         -        (181)
 Compensation payable                            
   in common stock                  13     4,162       -         -       4,175
 Loan forgiveness                  -         -          36       -          36
 Dividends paid                    -         -         -      (2,556)   (2,556)
                               -------   -------- --------- --------- ----------
 Balance at March 31, 1995      $1,486   $95,104  $(10,883) $315,814  $401,521 
                               =======   ======== ========= ========= =========
</TABLE>
 
See accompanying notes to consolidated financial statements.

</PAGE>
                                         4

<PAGE>
                    ALEX. BROWN INCORPORATED AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows
                                 (in thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                   Three Months Ended March 31, 
                                                 -------------------------------
                                                       1996           1995 
                                                    ----------     ----------
Cash flows from operating activities:                                       
  <S>                                                <C>             <C>
  Net earnings                                       $ 40,696        $ 16,402 
  Reconciliation of net earnings to net cash                                
 
   used for operating activities:                                      
    Depreciation and amortization                       3,166           2,667 
    Non-cash compensation expense                      10,037           6,795 
    Gain on investment securities                      (5,405)         (5,271)
    Other                                                 (66)             (9)
    (Increase) decrease in assets:                                     
      Receivables                                    (142,953)          3,841 
      Firm trading securities                         (56,584)        (20,791)
      Deferred income taxes                            (1,557)              4 
      Securities purchased under agreements to resell   6,615          (3,032)
      Other assets                                    (22,515)        (21,768)
    Increase (decrease) in liabilities:                                     
      Payables                                         37,811          (5,798)
      Securities sold, not yet purchased               (5,066)            382 
                                                    ----------       ---------
Net cash used for operating activities               (135,821)        (26,578)
                                                    ----------       ----------
Cash flows from financing activities:                                       
  Net proceeds (payments):                                        
    Short-term loans                                   73,000          35,246 
    Securities sold under repurchase agreements        (2,460)              0 
    Cash management facility                           13,339           2,475 
  Payments on term loans                               (1,996)         (2,383)
  Issuance of common stock                             10,501           9,621 
  Repurchase of common stock                              (79)           (181)
  Dividends paid to stockholders                       (3,175)         (2,556)
                                                    ----------       ---------
Net cash provided by financing activities              89,130          42,222 
                                                    ----------       ---------
Cash flows from investing activities:                                       
  Purchase of office equipment and leasehold 
    improvements                                       (1,590)         (4,841)
  Purchase of investment securities                    (6,247)         (5,401)
  Sale of investment securities                        10,583           4,289 
                                                    ----------       ---------
Net cash provided by (used for) investing activities    2,746          (5,953)
                                                    ----------       ---------
  Net icrease (decrease) in cash and cash equivalents (43,945)          9,691 
  Cash and cash equivalents at beginning of period     62,103          24,024 
                                                    ----------       ---------
Cash and cash equivalents at end of period          $  18,158        $ 33,715 
                                                    ==========       =========

</TABLE>

See accompanying notes to consolidated financial statements.

                                         5
</PAGE>

<PAGE>
                   ALEX. BROWN INCORPORATED AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                 March 31, 1996
                                   (Unaudited)


(1)   The accompanying consolidated financial statements do not include
      all of the information and footnote disclosures normally included
      in financial statements prepared in accordance with generally
      accepted accounting principles.  In the opinion of management, all
      adjustments considered necessary to fairly reflect Alex. Brown
      Incorporated's (the "Company") financial position and results of
      operations, consisting of normal recurring adjustments, have been
      included.  Certain revenue and expense items in 1995 have been
      reclassified to conform to the current year presentation.

(2)   Firm trading securities and securities sold, not yet purchased
      consisted of the following (in thousands):

<TABLE>
<CAPTION>
                                            Long                  Short   
                                    03/31/96   12/31/95    03/31/96    12/31/95
                                   ---------   --------    --------    --------
        <S>                         <C>        <C> <C>      <C>         <C>
    United States government
        and agencies                $ 10,572   $   9,315    $28,608     $34,958
    Mortgage-backed                   16,327           1        -           -  
    States and municipalities         70,653      36,607        567          67
    Corporate debt                    25,396      42,945        504       5,593
    Equities and convertible debt     44,200      21,696     19,531      13,658
                                    --------    --------    -------     -------
                                    $167,148    $110,564    $49,210     $54,276
                                    ========    ========    =======     =======
</TABLE>

(3) In April, 1996, the Company declared a $.20 quarterly cash dividend payable 
    May 8, 1996 to stockholders of record on April 29, 1996.
 
(4) In August, 1995, the Company issued $110,000,000 senior notes due 
     August 15, 2005, which bear interest at 7 5/8%.  The notes were sold at 
     a discount to yield 7.705%.

    During 1996, the Company issued $7,820,000 convertible subordinated 
    debentures to certain employees pursuant to the 1991 Equity Incentive
    Plan.  The debentures are convertible into the Company's common stock
    three years after the date issued.  The Company made loans to
    employees to fund the purchases of the debentures.  During the first
    three months of 1996, employees converted $1,310,456 convertible
    subordinated debentures, which were issued in prior years, into
    78,923 shares of the Company's common stock.    

(5) Investment securities at March 31, 1996 and December 31, 1995
    included $23.1 million and $23.5 million, respectively, of
    merchant banking investments. 

</PAGE>
                                         6
<PAGE>

                   ALEX. BROWN INCORPORATED AND SUBSIDIARIES
             Notes to Consolidated Financial Statements, Continued
                                 March 31, 1996
                                   (Unaudited)

(6) COMMITMENTS AND CONTINGENCIES

    Letters of Credit
    At March 31, 1996, the Company's principal subsidiary, Alex. Brown & Sons 
    Incorporated, was contingently liable for up to $47.0 million under 
    unsecured letters of credit used to satisfy required margin deposits
    at five securities clearing corporations.

    Litigation
    In the course of its investment banking and securities brokerage
    business, Alex. Brown & Sons Incorporated has been named a
    defendant in a number of lawsuits and may be required to contribute
    to final settlements in actions, in which it has not been named a
    defendant, arising out of its participation in the underwritings of
    certain issues.  A substantial settlement or judgment in any of
    these cases could have a material adverse effect on the Company. 
    Although the ultimate outcome of such litigation is not subject to
    determination at present, in the opinion of management, after
    consultation with counsel, the resolution of these matters will not
    have a material adverse effect on the Company's consolidated
    financial statements.

                                         7
</PAGE>

                    MANAGEMENT'S DISCUSSION AND ANALYSIS
              OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Alex. Brown Incorporated (the "Company") is a holding company whose
primary subsidiary is Alex. Brown & Sons Incorporated ("Alex. Brown"),
a major investment banking and securities brokerage firm.  The Company,
like other securities firms, is directly affected by general economic
and market conditions, including fluctuations in volume and price
levels of securities, changes in interest rates and demand for
investment banking and securities brokerage services, all of which have
an impact on the Company's revenues as well as its liquidity. 
Substantial fluctuations can occur in the Company's revenues and net
earnings due to these and other factors.

In periods of reduced market activity, profitability is likely to be
adversely affected because certain expenses, consisting primarily of
salaries and benefits, communications and occupancy expenses, remain
relatively fixed.  Accordingly, net earnings for any period should not
be considered representative of any other period.

                            RESULTS OF OPERATIONS
              First Quarter 1996 Compared to First Quarter 1995

Revenues totalled $270.8 million, a 79% increase as compared to $151.3
million in the first quarter of 1995.  Commission revenues increased
31% to $52.0 million for the quarter, primarily as a result of
increased private client and institutional listed commissions. 
Investment banking revenues increased 156% to $101.8 million, primarily
due to significant increases in revenues from underwriting activities
and a 96% increased in merger and advisory revenues to $30.2 million.
Principal transaction revenues increased 81% to $52.4 million,
primarily due to increases in revenues from OTC trading.  Interest and
dividend revenues increased 60% to $33.7 million as a result of higher
margin loan balances.  Advisory and other revenues increased 42% to
$30.9 million, primarily due to increases in advisory fees and
correspondent services revenues.  Investment gains totalled $5.4
million for the quarter.

Operating expenses totalled $203.6 million, a 64% increase as compared
to $124.0 million in the first quarter of 1995.  Compensation and
benefits increased 77% to $145.6 million from $82.2 million as a result
of increased incentive and commission expenses.  Communications expense
increased 19% to $8.6 million, due to expenses required to support
increased levels of business activity.  Occupancy and equipment
expenses increased 3% to $8.8 million, as a result of expansion in
several offices and increased technology expenditures.  Interest
expense increased 80% to $12.2 million from $6.8 million, primarily due
to the cost of financing increased margin loan balances.  Floor
brokerage, exchange and clearing fees increased 18% to $4.9 million,
resultant from an increased volume of listed trades.  Other operating
expenses increased 56% to $23.5 million, primarily due to increased
expenses associated with the higher level of business activity.

The Company's effective tax rate for the quarter was 39.5%, compared to
40.0% for the first quarter of 1995. 

As a result of the above, net earnings increased by 148% to $40.7
million from $16.4 million in the first quarter of 1995.  Primary and
fully diluted earnings per share were $2.51 and $2.21, respectively, as
compared to $1.10 and $0.96 for the same period in the prior year.

                                         8
</PAGE>
<PAGE>

The weighted average number of shares outstanding for purposes of
calculating earnings per share includes shares related to outstanding
dilutive stock options and is affected by the market price of the
Company's Common Stock.  Additionally, the calculation of fully diluted
earnings per share assumes the conversion into Common Stock of the
Company's outstanding convertible subordinated debt, if dilutive.  The
combination of these factors can result in lower rates of increase or
higher rates of  decrease in earnings per share as compared to the
rates of increase or decrease in net earnings.

                       LIQUIDITY AND CAPITAL RESOURCES

The Company's consolidated statement of financial condition reflects a
liquid financial position.  The majority of the securities (both long
and short) in Alex. Brown's trading accounts are readily marketable and
actively traded.  Customer receivables include margin balances and
amounts due on uncompleted transactions.  Receivables from other
brokers and dealers generally represent either current open
transactions, which usually settle within a few days, or securities
borrowed transactions which normally can be closed out within a few
days.  Most of the Company's receivables are secured by marketable
securities.  The Company also has investments in fixed assets and
illiquid securities but such investments are not a significant portion
of the Company's total assets.

High yield securities, also referred to as "junk" bonds, are non-
investment grade debt securities which are rated by Standard & Poor's
as lower than BBB- and by Moody's Investors Service as lower than Baa3. 
The market for high yield securities can be extremely volatile and many
experienced significant declines in the past several years.  At March
31, 1996, in its high yield operations, Alex. Brown had $13.3 million
of long  inventory and $.2 million of short inventory as compared to
$12.9 million of long inventory and $.6 million of short inventory at
year-end 1995.

As of March 31, 1996, the carrying value of the Company's merchant
banking investments was $23.1 million, compared to $23.5 million at
year-end 1995.  Gains related to merchant banking investments were $2.1
million for the first three months of 1996, due to increases in the
carrying value of investments and realized gains.  It is anticipated
that merchant banking investments will generally have a holding period
of three years or more and will be funded with existing sources of
working capital.  The Company has no outstanding bridge loans.

From time to time the Company makes subordinated loans to
correspondents as part of its Correspondent Services business.  These
loans may be secured or unsecured and are funded through general
working capital sources.  At March 31, 1996, $3.0 million of such loans
were outstanding.

The Company finances its business through a number of sources,
consisting primarily of paid-in capital, funds generated from
operations, free credit balances in customers' accounts, deposits
received on securities loaned, repurchase agreements and bank loans, as
well as through the issuance of debt and equity securities.

The Company borrows from banks on a short-term basis both on an
unsecured basis and under arrangements pursuant to which the amount of
funds available is based on the value of the securities owned by the
Company and customers' margin securities pledged as collateral.  In
addition, the Company borrows on a long-term basis from banks on both
an unsecured basis and with fixed assets pledged as collateral 
("term loans").  The Company historically has been able to obtain
necessary bank borrowings and believes that it will continue to be able
to do so in the future.  The Company has $350 million of unused committed
                                         9
</PAGE>
    
<PAGE>

lines of credit under revolving credit agreements (the "Credit Facilities") 
with various banks.  The Credit Facilities expire between August 1996 and 
March 1999.  The Credit Facilities and term loans contain various restrictive 
financial covenants, the most significant of which require the maintenance of 
minimum levels of net worth by both the Company and Alex. Brown and minimum 
levels of net capital by Alex. Brown.  There were no outstanding borrowings 
under the Credit Facilities at March 31, 1996.  At March 31, 1996, the Company 
and Alex. Brown were in compliance with all restrictive covenants contained in 
the Credit Facilities and term loans.

Alex. Brown is required to comply with the net capital rule of the
Securities and Exchange Commission.  The Company's ability to withdraw
capital from Alex. Brown may be limited by the rule.  Alex. Brown has
consistently exceeded minimum net capital requirements under the rule. 
At March 31, 1996, Alex. Brown had aggregate net capital of $365.6
million, which exceeded its minimum net capital requirement by $336.2
million.

During the first three months of 1996, the Company repurchased a total
of 1,934 shares of its Common Stock at a cost of $79,253.  As of April
1996, the Company had a remaining repurchase authorization of
approximately 1.4 million shares.  The Company anticipates that,
subject to market conditions, it will make additional repurchases in
the future.

Management of the Company believes that existing capital and credit
facilities, when combined with funds generated from operations, will
provide the Company with sufficient resources to meet its present and
reasonably foreseeable cash and capital needs.

                              RISK MANAGEMENT

The Company records securities transactions on a settlement date
basis, generally the third business day following the trade execution. 
The risk of loss on unsettled transactions relates to customers' or
brokers' inability or refusal to meet the terms of their contracts. 
The Company monitors its exposure to market and counterparty risk
through a variety of financial, position and credit exposure reporting
and control procedures.  The Risk Management, Credit and Investment
Committees, each of which meets on a regular basis, include members of
senior management.  Each trading department is subject to internal
position limits established by the Risk Management Committee which
also reviews positions and results of the trading departments.  Alex.
Brown's Credit Committee establishes and reviews appropriate credit
limits for customers and brokers seeking margin, repurchase and
reverse repurchase agreement facilities and securities borrowed and
securities loaned arrangements.  The Investment Committee approves
investment purchases and sales and reviews holdings.

                                 INFLATION

Because the Company's assets are, to a large extent, liquid in nature,
they are not significantly affected by inflation.  However, the rate
of inflation affects the Company's expenses such as employee
compensation, office space leasing costs and communication charges,
and increases therein may not be readily recoverable in the price of 
services offered by the Company. To the extent inflation results in rising 
interest rates and has other adverse effects upon the securities markets and
on the value of securities owned by the Company, it may adversely affect the 
Company's financial position and results of operations.

                                         10
</PAGE>
<PAGE>
Part II - Other Information

Item 1 - Legal Proceedings

  None.

Item 4 - Submission of Matters to a Vote of Security Holders
  
  None.
    
Item 6 - Exhibits and Reports on Form 8-K

  (a)  Exhibits
       (11) Statement re:  Calculation of Earnings Per Share

  (b)  No reports on Form 8-K were filed during the quarter ended March
       31, 1996.
    

                                        11
</PAGE>
<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 thereunto duly authorized.



                           ALEX. BROWN INCORPORATED
                                 (Registrant)



Date:   May 6, 1996                            A. B. KRONGARD         
                                          ------------------------------------
                                          A. B. Krongard
                                          Chairman and Chief Executive Officer



Date:  May 6, 1996                             BEVERLY L. WRIGHT      
                                          ------------------------------------
                                          Beverly L. Wright
                                          Principal Financial Officer

</PAGE>
                                         12

<PAGE>


                                                                  Exhibit 11

                   ALEX. BROWN INCORPORATED AND SUBSIDIARIES

                       Calculation of Earnings Per Share
                    (in thousands, except per share amounts)
                                  (Unaudited)

<TABLE>
<CAPTION>
                            Three Months Ended          Three Months Ended    
                              March 31, 1996              March 31, 1995 
                           ----------------------      ---------------------
                                        Fully                         Fully
                            Primary     Diluted          Primary     Diluted
                           ----------  ----------       ----------  ---------  
    <S>                      <C>          <C>              <C>        <C>
Weighted average shares    
  outstanding:                                                      
    Common stock             15,839       15,839           14,618     14,618
    Stock options               371          427              322        389 
    Convertible subordinated 
   debentures                   -          2,407              -        2,576
                            -------      -------          -------    -------   
                             16,210       18,673           14,940     17,583   
                            =======      =======          =======    =======  
Net earnings for                                                    
  calculating earnings per
  share:                                                            
    Net earnings            $40,696      $40,696          $16,402     $16,402
    Interest expense on                                             
      convertible subordinated      
      debentures, net of tax     -           627              -          564   
                            -------      -------          -------     -------  
                            $40,696      $41,323          $16,402     $16,966  
                            =======      =======          =======     =======  
Earnings per share          $  2.51      $  2.21          $  1.10     $  0.96
                            =======      =======          =======     ======= 
</TABLE>
                                        13
</PAGE>

<TABLE> <S> <C>

<ARTICLE> BD
<MULTIPLIER> 1000
       
<C>                                       <C>
<PERIOD-TYPE>                             3-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               MAR-31-1996
<CASH>                                         $18,158
<RECEIVABLES>                               $1,905,056
<SECURITIES-RESALE>                            $28,250
<SECURITIES-BORROWED>                               $0<F1>
<INSTRUMENTS-OWNED>                           $218,511
<PP&E>                                         $36,908
<TOTAL-ASSETS>                              $2,373,509
<SHORT-TERM>                                   $176,312
<PAYABLES>                                  $1,408,777
<REPOS-SOLD>                                        $0
<SECURITIES-LOANED>                                 $0<F2>
<INSTRUMENTS-SOLD>                             $49,210
<LONG-TERM>                                   $193,530
<COMMON>                                        $1,608
                               $0
                                         $0
<OTHER-SE>                                    $544,072
<TOTAL-LIABILITY-AND-EQUITY>                $2,373,509
<TRADING-REVENUE>                              $52,365
<INTEREST-DIVIDENDS>                           $33,735
<COMMISSIONS>                                  $52,005
<INVESTMENT-BANKING-REVENUES>                 $101,838
<FEE-REVENUE>                                  $30,897
<INTEREST-EXPENSE>                             $12,185
<COMPENSATION>                                $145,575
<INCOME-PRETAX>                                $67,266
<INCOME-PRE-EXTRAORDINARY>                          $0
<EXTRAORDINARY>                                     $0
<CHANGES>                                           $0
<NET-INCOME>                                   $40,696
<EPS-PRIMARY>                                    $2.51
<EPS-DILUTED>                                    $2.21
<FN>
<F1>Included as part of receivables.
<F2>Included as part of payables.
</FN>
        



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